Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the initial public offering (the “IPO”) to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

Section # Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

Any and all amounts required hereunder to be paid to [[Organization C:Organization]] shall be paid to [[Organization C:Organization]] pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all [[Organization C:Organization]] Payment Deliverables received by [[Organization B:Organization]] at any time (and any and all [[Organization C:Organization]] Payment Deliverables that are or are deemed to be in or under the custody, possession or control of [[Organization B:Organization]] at any time) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. In such event, [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust, as the property and for the benefit of [[Organization C:Organization]], the [[Organization C:Organization]] Payment Deliverables and (ii) (A) to immediately turn over and deliver to [[Organization C:Organization]] each [[Organization C:Organization]] Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to [[Organization C:Organization]] any instrument or other form of payment payable to [[Organization B:Organization]], but which is to be paid to [[Organization C:Organization]] under this Agreement, # not to release any [[Organization C:Organization]] Payment Deliverable to any other Person without [[Organization C:Organization]]’s prior written consent, and # not to negotiate or otherwise seek to convert to cash any [[Organization C:Organization]] Payment

Trust Indenture Binding. The Trust Indenture (assuming due execution and delivery thereof by the trustee) is and the Notes (when executed by the Company and authenticated in accordance with the Trust Indenture) will be, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by equitable principles, bankruptcy, reorganization or other similar laws relating to or affecting the enforcement of creditor’s rights generally;

Graybar Voting Trust. The Graybar Voting Trust, pursuant to the Voting Trust Agreement dated as of March 3, 2017, holds approximately 81% of the outstanding shares of the Company at June 30, 2017.

Graybar Voting Trust. The Graybar Voting Trust, pursuant to the Voting Trust Agreement dated as of March 16, 2007, holds approximately 83% of the outstanding shares of the [[Company:Organization]] at June 30, 2016.

Premium Trust Funds. Seller is and has been in compliance with the Premium Trust Fund Laws. As of the Closing Date, Seller’s Insurance Premium Assets exceed its Insurance Premium Liabilities (including premium accounts payable to insurance carriers).

Establishment of Trust. The Participating Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan except as provided in the Trust. The Participating Employers may from time to time transfer to the Trust cash, or other marketable securities or other property acceptable to the trustee in accordance with the terms of the Trust. If the Participating Employers have deposited funds in the Trust, such funds shall remain the sole and exclusive property of the Participating Employer that deposited such funds.

All payments of Benefits shall be made solely from the assets of the Trust Fund. No Fiduciary guarantees the Trust Fund or any Company Contributions, Salary Deferrals, Rollover Contributions or Member Contributions in any manner against investment loss or depreciation in asset value. Except only as expressly provided by the Plan, and then only to the extent of his Benefit payable under the Plan from the assets of the Trust Fund, no person shall have any right to, or interest in, any assets of the Trust Fund.

Delivery of Trust Receipt. Custodian shall have delivered to [[Organization B:Organization]], in accordance with the timeframes set forth in the Custodial Agreement, a Trust Receipt and a Custodial Loan Transmission with respect to each Mortgage Loan subject to the requested Transaction.