Common use of Good Standing and Compliance Under Governing Agreements Clause in Contracts

Good Standing and Compliance Under Governing Agreements. (a) Except as set forth on Disclosure Schedule 3.5(a) or as would not reasonably be expected to have a Material Adverse Effect on the conduct of GVTC’s business with respect to the Trust Accounts, GVTC has been validly appointed and is the duly acting fiduciary with respect to each of the Trust Accounts and in such capacity has valid legal title to the Trust Assets. GVTC has not taken any action, nor has it omitted to take any action, which would cause it to be subject to disqualification or removal from any capacity that it now occupies with respect to any of the Trust Accounts, nor has GVTC been so disqualified or removed from any such capacity. (b) GVTC has made available to CNC true copies of all Governing Agreements in the possession of GVTC for each Trust Account set forth on Disclosure Schedule 3.10(b). All of such Governing Agreements were duly executed and delivered by GVTC. All of such Governing Agreements constitute valid and binding obligations of GVTC and each of the other parties thereto, enforceable against GVTC and each such other party in accordance with their respective terms, except as may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, and similar laws affecting creditors’ rights and remedies generally. No party under any such Governing Agreement will have any right to remove or replace GVTC as fiduciary, or to appoint any co-fiduciary, with respect to any Trust Account expressly as a result of the change of control occurring by virtue of the Acquisition and the other transactions contemplated hereby. GVTC has, in all material respects, performed all duties and obligations, made all determinations and complied with all administrative procedures required to be performed or made by it under each such Governing Agreement.

Good Standing and Compliance Under Governing Agreements. (a) Except as set forth on Disclosure Schedule 3.5(a) or as would not reasonably be expected to have a Material Adverse Effect on As of the conduct of GVTC’s business with respect to the Trust Accountsdate hereof, GVTC HSBC has been validly appointed and is the duly acting fiduciary trustee with respect to each of the Trust Accounts and in such capacity has valid legal title to the Trust Assets. GVTC HSBC has not taken any action, nor has it omitted to take any action, which would cause it to be subject to disqualification or removal from any capacity that it now occupies with respect to any of the Trust Accounts, nor has GVTC HSBC been so disqualified or removed from any such capacity. (b) GVTC HSBC has made available to CNC Alliance true (to the best of HSBC’s knowledge) copies of all Governing Agreements in the possession of GVTC for each Trust Account set forth on Disclosure Schedule 3.10(b)HSBC. All of such the various Governing Agreements to which HSBC is a party were duly executed and delivered by GVTCit. All of such the Governing Agreements constitute valid and binding obligations of GVTC and HSBC and, to the best of HSBC’s knowledge, each of the other parties thereto, enforceable against GVTC and HSBC and, to the best of HSBC’s knowledge, each such other party in accordance with their respective terms, except as may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, and similar laws affecting creditors’ rights and remedies generally. No party under any such Governing Agreement with respect to a Non-objecting Trust Account will have any right to remove or replace GVTC Alliance as fiduciarytrustee, or to appoint any co-fiduciarytrustee, with respect to any Trust Account expressly solely as a result of the change of control occurring by virtue of the Acquisition Merger and the other transactions contemplated hereby. GVTC has(c) HSBC has performed, in all material respects, performed all duties and obligations, made all determinations and complied complied, in all material respects, with all administrative procedures required to be performed or made by it under each such of the Governing AgreementAgreements with respect to the Trust Accounts.

Good Standing and Compliance Under Governing Agreements. (a) Except as set forth on Disclosure Schedule 3.5(a) or as would not reasonably be expected to have a Material Adverse Effect on As of the conduct of GVTC’s business with respect to the Trust Accountsdate hereof, GVTC Seller has been validly appointed and is the duly acting fiduciary trustee with respect to each of the Trust Accounts and in such capacity has valid legal title to the Trust Assets. GVTC Seller has not taken any action, nor has it Seller omitted to take any action, which would cause it to be subject to disqualification or removal from any capacity that it now occupies with respect to any of the Trust Accounts, nor has GVTC Seller been so disqualified or removed from any such capacity. (b) GVTC Seller has made available to CNC Purchaser true (to Seller’s knowledge) copies of all Governing Agreements in the possession of GVTC for each Trust Account set forth on Disclosure Schedule 3.10(b)Seller. All of such the various Governing Agreements to which Seller is a party were duly executed and delivered by GVTCit. All of such the Governing Agreements constitute valid and binding obligations of GVTC and Seller and, to Seller’s knowledge, each of the other parties thereto, enforceable against GVTC and Seller and, to Seller’s knowledge, each such other party in accordance with their respective terms, except as may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, and similar laws affecting creditors’ rights and remedies generally. No party under any such Governing Agreement with respect to a Non-objecting Trust Account will have any right to remove or replace GVTC Purchaser as fiduciarytrustee, or to appoint any co-fiduciarytrustee, with respect to any Trust Account expressly solely as a result of the change of control occurring by virtue of the Acquisition Merger and the other transactions contemplated hereby. GVTC has. (c) Seller has performed, in all material respects, performed all duties and obligations, made all determinations and complied complied, in all material respects, with all administrative procedures required to be performed or made by it under each such of the Governing AgreementAgreements with respect to the Trust Accounts.