Common use of Trust Fund Clause in Contracts

Trust Fund. (a) As of the date of this Agreement, Purchaser has a balance of US$209,595,800 in the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect to the Trust Account.

Trust Fund. (a) As of the date of this Agreementhereof, Purchaser HL has a balance of US$209,595,800 in the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are no less than $53.4 million invested in “government securities” (as such term is defined in United States Government securities or money market funds meeting the conditions under Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended) and held , in a trust account administered by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust AgreementFund”). (b) The Schedule 5.23(b) sets forth, as of the date hereof, HL’s good faith estimate of all payments to be made out of the Trust Agreement is valid and Fund at or prior to the Closing as directed in full force and effect and is enforceable in accordance with its terms. There are no separate agreementsthe trust termination letter, side letters or other agreements or understandings (whether written or unwritten, express or implied) including all amounts payable (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or Converting Shareholders, (ii) that would entitle any Person for income Tax or other Tax obligations of HL prior to Closing, (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected iii) as repayment of HL Borrowings, if any, (iv) to redeem their Purchaser Ordinary Shares EBC pursuant to Purchaser’s constitutional documentsthe Business Combination Marketing Agreement dated June 27, 2018, and (v) to any portion satisfy all Transaction Expenses of the proceeds Parties hereto in connection with each of its operations and efforts to effect the Transactions. Such schedule, together with the updated schedule required to be delivered pursuant to Section 8.13 below, is referred to as the “Trust Disbursement Schedule” and the amounts referred to therein or otherwise made in respect thereof at the Closing are hereinafter referred to as the “Trust Disbursements”. (c) HL has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modifiedFund, and no event has occurred which, with due notice or lapse of time or both, would constitute such amendment a default or modification is contemplated by Purchaserbreach thereunder. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There there are no Actions claims or proceedings pending or threatened in writing with respect to the Trust AccountFund. As of the Effective Time, the obligations of HL to dissolve or liquidate pursuant to the HL Charter Documents shall terminate, and as of the Effective Time, HL shall have no obligation whatsoever pursuant to the HL Charter Documents to dissolve and liquidate the assets of HL by reason of the consummation of the Transactions. To the knowledge of HL, as of the date hereof, following the Effective Time, no HL Shareholder shall be entitled to receive any amount from the Trust Fund except to the extent such HL Shareholder is a Converting Shareholder. (d) Assuming the accuracy of the representations and warranties of the Company, the Parent and the Company Shareholders contained herein and the compliance by the Company, the Parent and the Company Shareholders with each of its respective obligations hereunder, HL believes that the conditions to the use of funds in the Trust Fund as set forth herein will be satisfied and funds available in the Trust Fund (less all Trust Disbursements) will be available to HL and the Company to fund on-going operations of the Company from and after the Closing Date.

Trust Fund. (a) As of the date of this Agreement, Purchaser has a balance of US$209,595,800 approximately $58,506,250 in the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) Trustee pursuant to the Investment Management Trust Agreement, dated as of October 25March 28, 20172023, between Purchaser and the Trustee (the “Trust Agreement”). (b) . The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports Documents to be inaccurate in any material respect or (ii) and/or that would entitle any Person (other than shareholders of Purchaser shareholders holding Purchaser Class A Ordinary Shares sold in Purchaser’s IPO who shall have elected to redeem their Purchaser Class A Ordinary Shares pursuant to the amended and restated memorandum and articles of association of Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions Trust Agreement and the Purchaser’s organizational documents. Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of Purchaser’s constitutional documents, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions claims or proceedings pending or threatened in writing with respect to the Trust Account.

Trust Fund. (a) As of The Reinsurer and the date of this Agreement, Purchaser has Ceding Company shall enter into a balance of US$209,595,800 trust agreement in the trust fund established by Purchaser for the benefit of its public shareholders form attached hereto as Exhibit A (the “Trust FundAgreement”) in and establish a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in ) for the Investment benefit of the Ceding Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company with respect to the Business Reinsured with a bank (the “Trustee”) pursuant reasonably acceptable to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”)Ceding Company. (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports Reinsurer agrees to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds maintain in the Trust Account. Purchaser has filed Account assets to be held in trust by the Trustee for the sole benefit of the Ceding Company as security for the payment of the Reinsurer’s obligations to the Ceding Company under this Agreement. (c) The Reinsurer and the Ceding Company agree that the assets so deposited shall be valued according to their current fair market value and shall consist only of Permitted Investments. (d) The Reinsurer, prior to depositing assets with the SEC trueTrustee, correct shall execute all assignments and complete copies endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon direction of the executed and delivered Trust Agreement. The Trust Agreement has not been amended Ceding Company, may whenever necessary negotiate any such assets without consent or modified, and no such amendment signature from the Reinsurer or modification is contemplated by Purchaser. As any other entity. (e) All settlements of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach account under the Trust Agreement on shall be made in cash or Cash Equivalents. (f) The Reinsurer and the part of Purchaser or Ceding Company agree that the Trustee. Prior to the Closing, none of the funds held assets in the Trust Account may be released except withdrawn by the Ceding Company at any time, notwithstanding any other provisions in this Agreement, provided such assets are applied and utilized by the Ceding Company (Aor any successor of the Ceding Company by operation of law, including, without limitation, any liquidator, rehabilitator, receiver, or conservator of the Ceding Company), without diminution because of the insolvency of the Ceding Company or the Reinsurer, only for the following purposes: (i) to reimburse the Ceding Company for Ceded Losses to the extent that such amounts have been paid by the Ceding Company pursuant to the provisions of the Assumed Reinsurance Agreements; (ii) to pay income Profit Commissions due the Ceding Company; (iii) to pay Recapture Amounts due the Ceding Company; (iv) to pay Profit Distributions due the Reinsurer; (v) to pay to the Reinsurer any Excess Funding Amounts; (vi) to pay to the Reinsurer amounts due for unpaid and franchise taxes unfunded Operating Costs; and (vii) to pay any other amounts, consistent with the terms of this Agreement, which the Ceding Company has calculated to be due to it. (g) The Ceding Company agrees that, upon the request of the Reinsurer from any interest income earned in time to time, the Ceding Company will direct the Trustee to distribute to the Reinsurer assets from the Trust Account equal to unpaid and unfunded (i) interest payments payable under the Credit Agreement and (ii) other Operating Costs incurred, not in excess of $400,000 per year, provided in each case, only to the extent that the Collateral remaining after such withdrawal is equal to or greater than Ceded Losses. (Bh) The Reinsurer may seek the Ceding Company’s approval to redeem Purchaser Ordinary Shares withdraw all or any part of the assets from the Trust Account and transfer such assets to the Reinsurer, and such consent shall not be unreasonably withheld or delayed, provided that: (i) the Reinsurer shall, at the time of withdrawal, replace the withdrawn assets with other assets of a type permitted hereunder having a market value equal to the market value of the assets withdrawn; (ii) at any time on or after March 1, 2007, an Excess Funding Amount exists, in accordance with which event the provisions amount subject to withdrawal shall be such Excess Funding Amount; or (iii) the amount requested does not exceed the then unpaid and unfunded Operating Costs of Purchaserthe Reinsurer. (i) In the event that the Ceding Company withdraws assets from the Trust Account for the purposes set forth above in excess of actual amounts required to meet the Reinsurer’s constitutional documents. There are no Actions pending obligations to the Ceding Company, or threatened in writing with respect excess of amounts due the Reinsurer, the Ceding Company or the Reinsurer, as applicable, will return such excess to the Trust Account. (j) On the Effective Date, the Reinsurer shall make an initial deposit to the Trust Account in the amount of $140 million and the Ceding Company shall make an initial deposit to the Trust Account in the amount of the estimated Initial Reinsurance Premium due the Reinsurer in accordance with Section 3.01. The Ceding Company shall thereafter deposit in the Trust Account all quarterly settlement amounts due the Reinsurer in accordance with Section 8.01.

Trust Fund. (a) As A. The PRINCIPAL and INDEMNITORS covenant and agree that all payments received for or on account of any CONTRACT shall be held in trust as a trust fund for the payment of obligations incurred or to be incurred in the performance of any CONTRACT and used for labor, materials, and services furnished in the prosecution of the date work in any CONTRACT or any extension or modification thereof. It is expressly understood and declared that all monies due and to become due under any CONTRACT are also trust funds, whether in the possession of the PRINCIPAL or INDEMNITORS or otherwise. The trust funds shall be for the benefit and payment of all obligations for which the SURETY may be liable under any BONDS. The trust(s) shall inure to the benefit of the SURETY for any liability or loss it may have or sustain under any BOND, and for any and all obligations of PRINCIPAL and INDEMNITORS under this Agreement, Purchaser has a balance and this Agreement and declaration constitute notice of US$209,595,800 in such trust. B. If SURETY discharges any such obligation, it shall be entitled to assert the claim of such person to the trust fund established funds, and PRINCIPAL and INDEMNITORS shall, upon demand of SURETY and in implementation of the trust or trusts hereby created, open an account or accounts with a bank selected by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in SURETY which shall be designated as a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (or accounts for the “Trust Account”)deposit of such trust funds, and such shall thereupon deposit therein all monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) received pursuant to said CONTRACT or CONTRACTS. Withdrawals from such accounts shall be by check or similar instrument signed by the Investment Management Trust Agreement, dated as PRINCIPAL and countersigned by a representative of October 25, 2017, between Purchaser and SURETY. Said trust(s) shall terminate on the Trustee (payment by PRINCIPAL of all the “Trust Agreement”). (bobligations for the payment of which the trust(s) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters hereby created or other agreements or understandings (whether written or unwritten, express or implied) (i) between upon the Purchaser and the Trustee that would cause the description expiration of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of twenty years from the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect to the Trust Accountwhichever shall first occur.

Trust Fund. (a) As of the date of this Agreement, Purchaser has a balance at least $70,881,150.89 as of US$209,595,800 June 30, 2019 in the trust fund established by Purchaser for the benefit of its public shareholders stockholders (the “Trust Fund”) in a trust account maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) Trustee pursuant to the Investment Management Trust Agreement, dated as of October 25December 18, 20172018, between Purchaser and the Trustee (the “Trust Agreement”). (b) . The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports Documents to be inaccurate in any material respect or (ii) and/or that would entitle any Person (other than stockholders of Purchaser shareholders holding shares of Purchaser Ordinary Shares Common Stock sold in Purchaser’s IPO who shall have elected to redeem their shares of Purchaser Ordinary Shares Common Stock pursuant to Purchaser’s constitutional documentsthe Certificate of Incorporation) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions Trust Agreement and the Purchaser’s organizational documents. Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of Purchaser’s constitutional documents, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions claims or proceedings pending or threatened in writing with respect to the Trust Account.

Trust Fund. (a) As of the date of this Agreementhereof and at the Closing Date, the Purchaser has and will have no less than $87,000,000 invested in a balance trust account administered by The Bank of US$209,595,800 in the trust fund established by Purchaser for the benefit of its public shareholders New York (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and less such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940amounts, if any, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant Purchaser is required to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) pay to (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports stockholders who elect to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected their shares converted to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares cash in accordance with the provisions of the Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect Charter Documents and (ii) third parties (e.g., professionals, printers, etc.) who have rendered services to the Purchaser in connection with the transactions contemplated by this Agreement. (b) Upon consummation of the transactions contemplated by this Agreement and notice thereof to the Trustee, the Trust AccountFund will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to the Purchaser the funds and government securities held in the Trust Fund, which funds and government securities will be free of any Encumbrances whatsoever and, after taking into account any funds paid to holders of Purchaser Stock who elect to have their shares converted into cash in accordance with the provisions of the Purchaser’s Charter Documents, will be available for use in the business of the Purchaser, including for payment of the Purchase Price. (c) Effective as of the Closing, the obligations of the Purchaser to dissolve or liquidate within a specified time period contained in the Purchaser’s Charter Documents will terminate, and effective as of the Closing the Purchaser shall have no obligation whatsoever to dissolve and liquidate the assets of the Purchaser by reason of the consummation of the transactions contemplated by this Agreement, and, following the Closing, no Purchaser stockholder shall be entitled to receive funds from the Trust Fund except to the extent such stockholder votes against the approval of transactions contemplated by this Agreement and elects, contemporaneous with such vote, to have his, her or its shares converted into cash in accordance with the provisions of the Purchaser’s Charter Documents.

Trust Fund. (a) As The Agreement permits, but does not require, the Master Servicer or the Depositor to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein. The exercise of such right will effect early retirement of the date of this AgreementClass A-1 Certificates; however, Purchaser has a balance of US$209,595,800 in the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term right to purchase is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant subject to the Investment Management Trust Agreement, dated aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of October 25the Closing Date specified on the face hereof. The Agreement permits, 2017with certain exceptions therein provided, between Purchaser the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee (and the “Trust Agreement”). (b) The Trust rights of the Certificateholders under the Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreementsat any time by the Depositor, side letters or other agreements or understandings (whether written or unwrittenthe Master Servicer, express or implied) (i) between the Purchaser Special Servicer and the Trustee that would cause with the description consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Agreement in Fund (or designated portions thereof) as a REMIC, without the Purchaser SEC Reports to consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) entitled to any portion of benefit under the proceeds in Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior Fund (to the Closing, none extent of the funds held in the Trust Account may its rights therein) for distributions hereunder. This Certificate shall be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares construed in accordance with the provisions internal laws of Purchaser’s constitutional documents. There are no Actions pending or threatened the State of New York applicable to agreements made and to be performed in writing said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with respect to the Trust Accountsuch laws.

Trust Fund. (A) PRINCIPAL and UNDERSIGNED agree that with respect to each specific contract secured by BOND(S) executed, provided or procured by SURETY in PRINCIPAL'S behalf, all money and property representing the consideration for the performance of the contract, (including, without limitation, the proceeds of claims for adjustments, additional compensation, compensation for the delay, extra work, change orders, insurance claims and all damage claims) whether in the possession of the PRINCIPAL, UNDERSIGNED or others and whether earned, unearned, paid, retained or to be paid shall be held in trust as trust funds for and shall be used solely for; (1) the performance of the contract; (2) the payment of obligation(s) to subcontractor(s), laborer(s), and supplier(s) of material(s) and service(s) incurred or to be incurred in the performance of the contract for which SURETY is or may be liable under BOND(S) and; (3) the satisfaction of UNDERSIGNED'S obligations to SURETY under this AGREEMENT and all other indebtedness and liabilities of UNDERSIGNED to SURETY. (B) PRINCIPAL shall, upon demand of SURETY, deliver the consideration for the contract to a bank designated by SURETY for deposit in an account in the name of PRINCIPAL designated as a "Special Account" or "Trust Account" and withdrawals from said "Special Account" or "Trust Account" shall be by check(s) payable to the beneficiaries and for the stated purposes of this trust, signed by a representative of PRINCIPAL and by a representative of SURETY. (C) If SURETY discharges any obligation of the PRINCIPAL to any trust beneficiary, SURETY shall be entitled to assert the rights and claim of such beneficiary to the trust fund. (D) This trust may be implemented in any other manner provided at law or in equity. This AGREEMENT and declaration constitute notice of such trust. X TAKEOVER In the event of an occurrence of an EVENT OF DEFAULT, SURETY, without notice to UNDERSIGNED, shall have the right and power but not the obligation to do one or more of the following: (a) As Take possession of any part or all of the date of this Agreementwork under contract(s) secured by BOND(S) together with plant, Purchaser has a balance of US$209,595,800 in the trust fund established machinery, equipment, job books and records, plans, drawings, tools, supplies or material wherever located and owned, leased or usable by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”).PRINCIPAL; (b) Assume all right, title and interest of the PRINCIPAL in and to all subcontracts and purchase orders, let or to be let, in connection with contract(s) secured by BOND(S); (c) Assume all right, title and interest of UNDERSIGNED in licenses, patents and copyrights which SURETY deems necessary for completion of the contracts secured by BOND(S); (d) At the expense of UNDERSIGNED, complete or arrange for completion or consent to the obligee's completion of part or all of the work under contract(s) secured by BOND(S); (e) Assert, pursue or prosecute, in its discretion, and at the expense of UNDERSIGNED in the name of PRINCIPAL or in the name of SURETY, all claims of PRINCIPAL against obligee(s) on BOND(S) or against any PERSON, subcontractor, supplier, government or governmental agency arising or growing out of contracts or work done thereunder secured by BOND(S) executed, provided or procured by SURETY. The Trust Agreement is valid authority and power to prosecute said claim(s) shall include the authority to settle said claim(s) or any part thereof on such terms as the SURETY believes to be in full force and effect and is enforceable SURETY'S best interest; (f) Arrange with the obligee(s) in accordance with its terms. There are no separate agreementsBOND(S) for the delivery of the consideration for the performance of the contract(s) directly to SURETY, side letters endorse checks, drafts, warrants or other agreements instruments issued or understandings (whether written or unwritten, express or impliedpaid by such obligee(s) (i) between and to apply the Purchaser and proceeds for the Trustee that would cause the description purpose of the Trust Agreement trust provided in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except paragraph IX (A) to pay income or for any other purpose which advances the SURETY'S rights of exoneration, indemnification and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documentssubrogation. There are no Actions pending or threatened in writing with respect to the Trust Account.XI

Trust Fund. (a) As The Agreement permits, but does not require, the Master Servicer or the Depositor to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein. The exercise of such right will effect early retirement of the date Class J Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Closing Date specified on the face hereof. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this AgreementCertificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, Purchaser has a balance of US$209,595,800 in certain limited circumstances, including any amendment necessary to maintain the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description status of the Trust Agreement in Fund (or designated portions thereof) as a REMIC, without the Purchaser SEC Reports to consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) entitled to any portion of benefit under the proceeds in Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior Fund (to the Closing, none extent of the funds held in the Trust Account may its rights therein) for distributions hereunder. This Certificate shall be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares construed in accordance with the provisions internal laws of Purchaser’s constitutional documents. There are no Actions pending or threatened the State of New York applicable to agreements made and to be performed in writing said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with respect to the Trust Accountsuch laws.

Trust Fund. (a) As Upon the occurrence of a Rating Event, the date of this Agreement, Purchaser has Corporation shall create a balance of US$209,595,800 in the trust fund established by Purchaser (the “Trust”) for the benefit of its public shareholders (the “Indemnitee under this Agreement and from time to time shall fund additional amounts to the Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ an amount sufficient to satisfy any and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”)all Expenses reasonably anticipated to be incurred following such Rating Event in connection with investigating, preparing for, participating in, and/or defending any Proceeding and such monies are invested in “government securities” (as such term any judgments, fines or other amounts reasonably anticipated to be paid related thereto for which Indemnitee is defined entitled to indemnification and/or advancement of Expenses pursuant to this Agreement. The amount or amounts to be deposited in the Investment Company Act Trust pursuant to the foregoing funding obligation shall be determined by the trustee of 1940, as amended) and held in trust by Continental Stock Transfer & the Trust Company (the “Trustee”) pursuant to taking into account directors’ and officers’ liability insurance maintained by the Investment Management Corporation. The terms of the Trust Agreementshall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of Indemnitee, dated as of October 25, 2017, between Purchaser and (ii) the Trustee shall advance, within 30 days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the “Trust under the same circumstances for which Indemnitee would be required to reimburse the Corporation under Section 9 of this Agreement”). , (biii) The the Trust Agreement is valid and in full force and effect and is enforceable shall continue to be funded by the Corporation in accordance with its terms. There are no separate agreementsthe funding obligation set forth above, side letters or other agreements or understandings (whether written or unwritten, express or impliediv) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports shall promptly pay to Indemnitee all amounts for which Indemnitee shall be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected entitled to redeem their Purchaser Ordinary Shares indemnification pursuant to Purchaser’s constitutional documentsthis Agreement or otherwise no later than 30 days after notice to the Corporation in accordance with Section 25 and (v) to any portion of the proceeds all unexpended funds in the Trust Account. Purchaser shall revert to the Corporation upon a final determination by the Trustee or a court of competent jurisdiction, as the case may be, that Indemnitee has filed with been fully indemnified under the SEC true, correct and complete copies terms of the executed and delivered Trust this Agreement. The Trust Agreement has Trustee shall be chosen by the Corporation in good faith and must be acceptable to the Indemnitee (provided that the Indemnitee’s consent to the selection of a Trustee shall not been amended or modified, and no such amendment or modification is contemplated by Purchaserbe unreasonably withheld). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement All income earned on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds assets held in the Trust Account may shall be released except (A) to reported as income by the Corporation for federal, state, local and foreign tax purposes. The Corporation shall pay income all costs of establishing and franchise taxes from any interest income earned in maintaining the Trust Account and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss and damages arising out of or (B) relating to redeem Purchaser Ordinary Shares this Agreement or the establishment and maintenance of the Trust. The establishment of the Trust shall not, in accordance with any way, diminish the provisions of PurchaserCorporation’s constitutional documents. There are no Actions pending or threatened in writing with respect obligation to indemnify an Indemnitee to the Trust Accountfull extent required by this Agreement.

Trust Fund. (a) As If any of the date Bonds are executed in connection with a contract which by its terms or by law prohibits the assignment of this Agreementthe contract price, Purchaser or any part thereof, the Principal and Indemnitors covenant and agree that all payments received for or on account of said contract shall be held as a trust fund in which the Surety has a balance an interest, for the payment of US$209,595,800 obligations incurred in the performance of the contract and for labor, materials, and services furnished in the prosecution of the work provided in said contract or any authorized extension or modification thereof; and, further, it is expressly understood and declared that all monies due and to become due under any contract or contracts covered by the Bonds are trust fund established by Purchaser funds, whether in the possession of the Principal or Indemnitors or otherwise, for the benefit of its public shareholders (and for payment of all such obligations in connection with any such contract or contracts for which the “Trust Fund”) in a Surety would be liable under any of said Bonds, which said trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (also inures to the “Trust Account”)benefit of the Surety for any liability or loss it may have or sustain under any said Bonds, and this Agreement and declaration shall also constitute notice of such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant trust. UNIFORM COMMERCIAL CODE FIFTH: That this Agreement shall constitute a Security Agreement to the Investment Management Trust AgreementSurety and also a Financing Statement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares both in accordance with the provisions of Purchaser’s constitutional documentsthe Uniform Commercial Code of every jurisdiction wherein such Code is in effect and may be so used by the Surety without in any way abrogating, restricting or limiting the rights of the Surety under this Agreement or under law, or in equity. There are no Actions pending TAKEOVER SIXTH: In the event of any breach or threatened default asserted by the obligee in writing any said Bonds, or the Principal has abandoned the work on or forfeited any contract or contracts covered by any said Bonds, or has failed to pay obligations incurred in connection therewith, or in the event of the death, disappearance, Principal's conviction for a felony, imprisonment, incompetency, insolvency, or bankruptcy of the Principal, or the appointment of a receiver or trustee for the Principal, or the property of the Principal, or in the event of an assignment for the benefit of creditors of the Principal, or if any action is taken by or against the Principal under or by virtue of the National Bankruptcy Act, or should reorganization or arrangement proceedings be filed by or against the Principal under said Act, or if any action is taken by or against the Principal under the insolvency laws of any state, possession, or territory of the United States the Surety shall have the right, at its option and in its sole discretion and is hereby authorized, with respect or without exercising any other right or option conferred upon it by law or in the terms of this Agreement, to take possession of any part or all of the work under any contract or contracts covered by any said Bonds, and at the expense of the Principal and Indemnitors to complete or arrange for the completion of the same, and the Principal and Indemnitors shall promptly upon demand pay to the Trust AccountSurety all losses, and expenses so incurred.

Trust Fund. (a) As of the date of this Agreement, Purchaser the Parent has a balance of US$209,595,800 approximately $3,400,000 (including the Deferred Underwriting Amount) in the trust fund established by Purchaser the Parent for the benefit of its public shareholders (the “Trust Fund”) in a trust United States-based account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. located in the United States maintained by Continental Stock Transfer & Trust Company, LLC (the “Trustee”) acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) Trustee pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or written, unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Investment Management Trust Agreement in the Purchaser Parent SEC Reports Documents to be inaccurate in any material respect or (ii) or, to the Parent Parties’ knowledge, that would entitle any Person (other than Purchaser the public shareholders holding Purchaser Ordinary Shares Parent Common Stocks sold in the Parent’s IPO who shall have elected to redeem their Purchaser Ordinary Shares Parent Common Stocks pursuant to Purchaserthe Parent’s constitutional documentsOrganizational Documents and the underwriters of the IPO with respect to the Deferred Underwriting Amount) to any portion of the proceeds funds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trusteeexcept as otherwise disclosed. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income and franchise taxes from any interest income earned in the circumstances described in the Organizational Documents of the Parent and the Investment Management Trust Account Agreement. The Parent has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (Bclaimed or actual) to redeem Purchaser Ordinary Shares in accordance connection with the provisions Investment Management Trust Agreement, and, to the knowledge of Purchaser’s constitutional documentsthe Parent, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There As of the date of this Agreement, there are no Actions claims or proceedings pending or threatened in writing with respect to the Trust Account, except as disclosed in the Parent SEC Documents. Since the consummation of the Parent’s IPO, the Parent has not released any money from the Trust Account (other than as permitted by the Investment Management Trust Agreement and the IPO Prospectus, including in connection with the Parent Shares Redemption and tax obligations). Except as otherwise agreed upon by the Company and the Parent, upon the consummation of the transactions contemplated hereby, the Parent shall have no further obligation under either the Investment Management Trust Agreement or the Organizational Documents of the Parent to liquidate or distribute any assets held in the Trust Account, and the Investment Management Trust Agreement shall terminate in accordance with its terms.

Trust Fund. (a) As of the date of this Agreement, the Purchaser has a balance of US$209,595,800 at least $143,753,387 in the trust fund established by the Purchaser for the benefit of its public shareholders stockholders (the “Trust Fund”) in a trust account maintained by Continental Stock Transfer & Trust Company (the “Trustee”) at M▇.▇▇▇▇ S. ▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank Bank, N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) Trustee pursuant to the Investment Management Trust Agreement, dated as of October 25June 30, 20172020, between the Purchaser and the Trustee (the “Trust Agreement”). (b) . The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and has not been amended or modified. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports Documents to be inaccurate in any material respect or (ii) and/or that would entitle any Person (other than stockholders of the Purchaser shareholders holding shares of the Purchaser Ordinary Shares Common Stock sold in the Purchaser’s IPO who shall have elected to redeem their shares of the Purchaser Ordinary Shares Common Stock pursuant to the Purchaser’s constitutional documentscertificate of incorporation) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser SEC Documents, the Trust Agreement and the Purchaser’s constitutional organizational documents. The Purchaser has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of the Purchaser, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions claims or proceedings pending or threatened in writing with respect to the Trust Account.

Trust Fund. (a) As of the date of this Agreement, Purchaser Predecessor has a balance of US$209,595,800 at least $61,335,350.03 in the trust fund established by Purchaser Predecessor for the benefit of its public shareholders (the “Trust Fund”) in a trust United States-based account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. Bank, N.A., maintained by Continental Stock Transfer & Trust Company, LLC (the “Trustee”) acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) Trustee pursuant to the Investment Management Trust Agreement, dated as of October 25, 2017, between Purchaser and the Trustee (the “Trust Agreement”). (b) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or written, unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser Parties SEC Reports Documents to be inaccurate in any material respect or (ii) or, to the Predecessor’s knowledge, that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds funds in the Trust Account. Purchaser has filed , except as set forth in the Extension Proxy Statement with regard to the SEC true, correct and complete copies approval of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of proposals voted upon at the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the TrusteeExtension Special Meeting. Prior to the Closing, none of the funds held in the Trust Account may are permitted to be released released, except (A) to pay income and franchise taxes from any interest income earned in the circumstances described in the Organizational Documents of Predecessor and the Trust Account or (B) to redeem Purchaser Ordinary Shares Agreement, including in accordance connection with any redemptions by the Predecessor’s stockholders made in connection with the provisions Extension Special Meeting. Predecessor has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the knowledge of Purchaser’s constitutional documentsthe Predecessor, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There As of the date of this Agreement, there are no Actions claims or Proceedings pending or threatened in writing with respect to the Trust Account, except as set forth in the Extension Proxy Statement. Since June 30, 2022, Predecessor has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the Transactions, the Predecessor shall have no further obligation under either the Trust Agreement or its Organizational Documents to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Trust Fund. (a) As of the date of this AgreementAgreement (and immediately prior to the Closing Date), Purchaser Buyer has a (and will have immediately prior to the Closing Date) at least that amount set forth on Buyer’s balance sheet dated as of US$209,595,800 June 30th, 2019 less (a) Taxes paid or payable with respect thereto, and (b) distributions to Buyer of the amount requested by Buyer to be used to redeem the shares of Buyer Common Stock held by shareholders of Buyer who shall have exercised their Redemption Rights in the trust fund established by Purchaser Buyer for the benefit of its public shareholders (the “Trust Fund”) maintained in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. Continental Stock Transfer & Trust Company (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended) , and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of October 2511, 2017, 2018 between Purchaser Buyer and the Trustee (the “Trust Agreement”). (b) The . Upon consummation of the sale of the Purchased Shares and the Merger contemplated by this Agreement and notice thereof to the Trustee pursuant to the Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreementsAgreement, side letters or other agreements or understandings (whether written or unwrittenBuyer shall cause the Trustee to, express or implied) (i) between the Purchaser and the Trustee that would cause the description of shall thereupon be obligated to, release as promptly as practicable, the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares Funds in accordance with the provisions Trust Agreement at which point the Trust Account shall terminate; provided, however that the liabilities and obligations of Purchaser’s constitutional documents. There are no Actions pending Buyer due and owing or threatened in writing incurred at or prior to the Closing Date shall be paid as and when due from the Trust Funds, including all amounts payable (a) to shareholders of Buyer who shall have exercised their Redemption Rights, (b) with respect to filings, applications and/or other actions taken pursuant to this Agreement required under Law, (c) to the Trustee for fees and costs incurrent in accordance with the Trust AccountAgreement; and (d) to third parties (e.g., professionals, printers, etc.) who have rendered services to Buyer in connection with its efforts to complete the transaction contemplated in this Agreement and the Merger.

Trust Fund. In order to provide some assurance of payment to INDEMNITEE ---------- and all other directors and officers of the Companies who, prior to a Change in Control, have executed or will execute agreements substantially similar to this Agreement (together with this Agreement, collectively referred to herein as "Indemnification Agreements") of amounts to which they may become entitled hereunder (including, but not limited to, advances and Interval Protection), the Companies shall (a) As have executed and delivered a trust agreement in substantially the form of Exhibit I hereto ("Indemnification Trust Agreement") with the bank named therein or with any other bank in the United States having a capital and surplus of at least $500 million as shown in its most recently published financial statements as trustee ("Trustee") and (b) have deposited not less than $5 million in cash to be held in trust by the Trustee pursuant to the terms and conditions of the date Indemnification Trust Agreement ("Trust"). Thereafter, subject to the provisions of the Indemnification Trust Agreement, the Companies shall from time to time fund the Trust with such additional amounts in cash as may be necessary so that the total amount held in trust thereunder shall not, at any time, be less than the sum of $5 million plus such additional amounts as may from time to time be required by the Indemnification Trust Agreement, provided, however, that if such Trust shall have terminated in accordance with its terms prior to the termination of this Agreement, Purchaser has the Companies shall fund a balance of US$209,595,800 in the new trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” INDEMNITEES (as such term is defined in the Investment Company Act Indemnification Trust Agreement), established upon substantially the same terms as the Trust, and funded to the same extent as would have been required if the Trust had not terminated. As more fully set forth in the Indemnification Trust Agreement, if the Companies shall fail to pay INDEMNITEE any indemnification or advances or provide Interval Protection to which INDEMNITEE is or shall become entitled pursuant to this Agreement, INDEMNITEE shall have the right to payment thereof from the Trust, upon INDEMNITEE's submission to the Trustee of 1940a notice requesting any such payment, as amendedenclosing reasonable evidence of the amount to be so paid, stating under oath that (i) INDEMNITEE has requested and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) is entitled to such payment pursuant to the Investment Management provisions of this Agreement, (ii) the Companies have failed to provide such payment and (iii) INDEMNITEE has not received such payment pursuant to any directors and officers liability insurance policy maintained by the Companies, and including in such notice an undertaking to repay such amounts to the Trust if any of the statements in the foregoing clause (i), (ii) or (iii) are ultimately determined not to be true. Upon termination of the Trust pursuant to the provisions of Section 7 of the Indemnification Trust Agreement, dated as of October 25any funds then remaining in the Trust, 2017, between Purchaser and after the Trustee (distributions provided for in the “Indemnification Trust Agreement”). , shall (bunless required for the funding of a new trust as aforesaid) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description of the Trust Agreement in the Purchaser SEC Reports to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior revert to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect to the Trust AccountCompanies.

Trust Fund. (a) As The Agreement permits, but does not require, the Master Servicer or the Depositor to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein. The exercise of such right will effect early retirement of the date of this AgreementClass A Certificates; however, Purchaser has a balance of US$209,595,800 in the trust fund established by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the “Trust Account”), and such monies are invested in “government securities” (as such term right to purchase is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant subject to the Investment Management Trust Agreement, dated aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of October 25the Closing Date specified on the face hereof. The Agreement permits, 2017with certain exceptions therein provided, between Purchaser the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee (and the “Trust Agreement”). (b) The Trust rights of the Certificateholders under the Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreementsat any time by the Depositor, side letters or other agreements or understandings (whether written or unwrittenthe Master Servicer, express or implied) (i) between the Purchaser Special Servicer and the Trustee that would cause with the description consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Agreement in Fund (or designated portions thereof) as a REMIC, without the Purchaser SEC Reports to consent of the Holders of any of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) entitled to any portion of benefit under the proceeds in Agreement or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior Fund (to the Closing, none extent of the funds held in the Trust Account may its rights therein) for distributions hereunder. This Certificate shall be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares construed in accordance with the provisions internal laws of Purchaser’s constitutional documents. There are no Actions pending or threatened the State of New York applicable to agreements made and to be performed in writing said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with respect to the Trust Accountsuch laws.

Trust Fund. (a) As A. The PRINCIPAL and INDEMNITORS covenant and agree that all payments received for or on account of any CONTRACT shall be held in trust as a trust fund for the payment of obligations incurred or to be incurred in the performance of any CONTRACT and used forlabor, materials, and services furnished in the prosecution of the date work in any CONTRACT or any extension or modification thereof. It is expressly understood and declared that all monies due and to become due under any CONTRACT are also trust funds, whether in the possession of the PRINCIPAL or INDEMNITORS or otherwise. The trust funds shall be for the benefit and payment of all obligations for which the SURETY may be liable under any BONDS. The trust(s) shall inure to the benefit of the SURETY for any liability or loss it may have or sustain under any BOND, and for any and all obligations of PRINCIPAL and INDEMNITORS under this Agreement, Purchaser has a balance and this Agreement and declaration constitute notice of US$209,595,800 in such trust. B. If SURETY discharges any such obligation, it shall be entitled to assert the claim of such person to the trust fund established funds, and PRINCIPAL and INDEMNITORS shall, upon demand of SURETY and in implementation of the trust or trusts hereby created, open an account or accounts with a bank selected by Purchaser for the benefit of its public shareholders (the “Trust Fund”) in SURETY which shall be designated as a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (or accounts for the “Trust Account”)deposit of such trust funds, and such shall thereupon deposit therein all monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) received pursuant to said CONTRACT or CONTRACTS. Withdrawals from such accounts shall be by check or similar instrument signed by the Investment Management Trust Agreement, dated as PRINCIPAL and countersigned by a representative of October 25, 2017, between Purchaser and SURETY. Said trust(s) shall terminate on the Trustee (payment by PRINCIPAL of all the “Trust Agreement”). (bobligations for the payment of which the trust(s) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters hereby created or other agreements or understandings (whether written or unwritten, express or implied) (i) between upon the Purchaser and the Trustee that would cause the description expiration of the Trust Agreement in the Purchaser SEC Reports ability to be inaccurate in any material respect or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute make a material default or breach claim under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closingbond, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect to the Trust Accountwhichever shall first occur.

Trust Fund. (aA) As If any of the date Bonds are executed in connection with a contract which by its terms or by law prohibits the assignment of the contract, or for which assignment is conditioned on consent of the counterparty and consent is lawfully denied, then PRINCIPAL and UNDERSIGNED agree that at Surety’s request, solely with respect to any such specific contract secured by BOND(S) executed, provided or procured by SURETY on PRINCIPAL’S behalf, all money and property representing the consideration for the performance of the contract, (including, without limitation, the proceeds of claims for adjustments, additional compensation, compensation for the delay, extra work, change orders, insurance claims and all damage claims) whether in the possession of the PRINCIPAL, UNDERSIGNED or others and whether earned, unearned, paid, retained or to be paid shall be held in trust as trust funds for and shall be used solely for; (1) the performance of the contract; (2) the payment of obligation(s) to subcontractor(s), laborer(s), and supplier(s) of material(s) and service(s) incurred or to be incurred in the performance of the contract for which SURETY is or may be liable under BOND(S) and; (3) the satisfaction of UNDERSIGNED’S obligations to SURETY under this AGREEMENT and all other indebtednesses and liabilities of UNDERSIGNED to SURETY. (B) With respect only to any contract described in paragraph (A) of this AgreementSection IX for which funds have been requested to be held in trust, Purchaser has PRINCIPAL shall, upon demand of SURETY, deliver the consideration for the contract to a balance of US$209,595,800 bank designated by SURETY for deposit in an account in the trust fund established by Purchaser for the benefit name of its public shareholders (the PRINCIPAL designated as a “Trust Fund”) in a trust account at M▇▇▇▇▇ S▇▇▇▇▇▇ and J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank N.A. (the Special Account” or “Trust Account”), ” and such monies are invested in withdrawals from said “government securitiesSpecial Account” (as such term is defined in the Investment Company Act of 1940, as amendedor “Trust Account” shall be by check(s) and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant payable to the Investment Management Trust Agreementbeneficiaries and for the stated purposes of this trust, dated as signed by a representative of October 25, 2017, between Purchaser PRINCIPAL and the Trustee (the “Trust Agreement”)by a representative of SURETY. (bC) The Trust Agreement is valid and in full force and effect and is enforceable in accordance with its terms. There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) (i) between the Purchaser and the Trustee that would cause the description If SURETY discharges any obligation of the Trust Agreement in PRINCIPAL to any trust beneficiary, SURETY shall be entitled to assert the Purchaser SEC Reports rights and claim of such beneficiary to the trust fund. (D) This trust may be inaccurate implemented in any material respect other manner provided at law or (ii) that would entitle any Person (other than Purchaser shareholders holding Purchaser Ordinary Shares who shall have elected to redeem their Purchaser Ordinary Shares pursuant to Purchaser’s constitutional documents) to any portion in equity. This AGREEMENT and declaration constitute notice of the proceeds in the Trust Account. Purchaser has filed with the SEC true, correct and complete copies of the executed and delivered Trust Agreement. The Trust Agreement has not been amended or modified, and no such amendment or modification is contemplated by Purchaser. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a material default or breach under the Trust Agreement on the part of Purchaser or the Trustee. Prior to the Closing, none of the funds held in the Trust Account may be released except (A) to pay income and franchise taxes from any interest income earned in the Trust Account or (B) to redeem Purchaser Ordinary Shares in accordance with the provisions of Purchaser’s constitutional documents. There are no Actions pending or threatened in writing with respect to the Trust Accounttrust.