Escrow Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the ​ or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the ​ to Depositor or its servicer.

At the Effective Time of the Acquisition, UBI will cause to be delivered to the offices of ​, as escrow agent (the "Escrow Agent") the Acquisition Consideration Escrow Deposit and the Escrow Deposit. The Parties recognize that the receipt of the Class C common stock requires the transfer of the business licensee to UBI. Therefore, the Effective Time occurs when NOVA is no longer the licensee of the existing business license. The transfer of the business license in Hong Kong, is based on government processing and can take a few weeks or a couple of months.

Escrow Agent. Escrow Agent is hereby appointed and designated to act as Escrow Agent hereunder and is instructed to hold and deliver, pursuant to the terms of this Agreement (including, without limitation, the instructions set forth on Escrow Agent’s signature page hereto), the Deposit in the amount of ​ and the Assignment Agreement.

Escrow Agreement. Other than the Bank and Patriot, all parties to the Escrow Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

Shares Escrow. Duly executed Escrow Agreement;

Escrow Agreement. The Seller shall have delivered to the Purchaser a duly executed copies of the Escrow agreement.

Escrow Account.EXAD shall verify the certificates have been deposited in Escrow as per the table on [Schedule A].

Administrative Agency Fee. The Company shall pay to the Administrative Agent for the Administrative Agent’s own account an agency fee and other sums in the amount and at the times set forth in the Fee Letter with ​ and BofA Securities.

Agency Approvals; Servicing. To the extent previously approved, ​ shall maintain all Agency Approvals and in each case shall remain in good standing with respect to such Agency Approvals. Should ​, for any reason, cease to possess all such applicable Agency Approvals to the extent necessary, should ​ experience any change in its delegated underwriting authority from any Agency, or should notification of an adverse occurrence to the relevant Agency or to HUD, FHA, VA or RD be required, ​ shall so notify ​ immediately in writing. Notwithstanding the preceding sentence and to the extent previously approved, ​ shall take all necessary action to maintain all of its applicable Agency Approvals at all times during the term of this Agreement and each outstanding Transaction. ​ shall maintain adequate financial standing, servicing facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same types as may from time to time constitute Mortgage Loans and in accordance with Accepted Servicing Practices.

If, at any time, any attempt is made to modify this Agreement in a manner that would increase the duties and responsibilities of the Escrow Agent, or to modify this Agreement in any manner that the Escrow Agent shall deem undesirable, the Escrow Agent may resign by notifying the Company. Such resignation shall become effective on the earlier to occur of # the acceptance by a successor Escrow Agent or # sixty (60) days following the date upon which notice was mailed. Until such time as the Escrow Agent has resigned in accordance herewith, the Escrow Agent shall perform its duties hereunder in accordance with the terms of this Agreement.