Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statements; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration StatementStatements; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgmentjudgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or personspersons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), or (kand 2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made business combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), 1 (j), ) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as and with reasonable care to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property Property, other than accrued interest to the extent otherwise provided by this Agreement, shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j2(a) hereof));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j1(j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), (which counsel may be company counsel) statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (hi) File localPrepare, state and/or federal execute and file tax reports, income or other tax returns or information returns and pay any taxes with any taxing authority on behalf respect to income and activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account and payee statements with or the Company documenting the taxes(including but not limited to income tax obligations), it being expressly understood that as set forth in Section 2(a), if anythere is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account, relating Account an amount specified by the Company as owing to the income earned on applicable taxing authority, which amount shall be paid directly to the PropertyCompany by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; (ij) Pay or report any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andpursuant to Section 2(a). (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j2(a), 2(b) or (k) hereof2(c).

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, or written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, at the written instruction of the Company, the Trustee shall make available by check or in accordance with Section 1(jcash for transfer by account debit or wire in the amount indicated by the Company)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it the Trustee shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by itthe Trustee, or any action suffered by it the Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own fraud, gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its fraud, gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgmentjudgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or personspersons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), or (kand 2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by itthe Trustee, or any action suffered by it the Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s own best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Paragraphs 1 and 3 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofParagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating Subject to the income earned on the Property; (i) Pay requirements of Paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire governmental entity or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereoftaxing authority.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and; (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), ) or 2(a) above; and (j), l) Provide any assurance that a Business Combination entered into by the Company or (k) hereofany other action taken by the Company is as contemplated by the Registration Statement.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement Agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 1(k) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to issue the checks with respect thereto provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j2(a) hereof)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (ki) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own fraud, gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its fraud, gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j))) hereof; (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or 1 (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any Agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconductmisconduct (in each case as finally determined by a court of competent jurisdiction); (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct (in each case as finally determined by a court of competent jurisdiction). The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable carethe absence of bad faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j1(j), or (k1(k) and 1(l) hereof. (l) Compensate the Company or any other person for and shall have no responsibility or liability for any diminution of the Property that may result from any deposit made by Trustee in accordance with this Agreement, including any losses resulting from a default by any bank, financial institution or other third party. Notwithstanding anything in this Agreement to the contrary, any liability of the Trustee under this Agreement will be limited to the amount of annual fees paid by the Company to the Trustee during the twelve (12) months immediately preceding the event for which recovery from the Trustee is being sought (except for liability resulting from the Trustee’s gross negligence, fraud or willful misconduct). Anything to the contrary notwithstanding, in no event will the Trustee be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if apprised of the possibility of such loss or damages. The obligations of the Company and the rights and immunities of the Trustee contained in this Section 3 shall survive the termination of this Agreement and the resignation, replacement or removal of the Trustee.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) or (l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, or written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, at the written instruction of the Company, the Trustee shall make available by check or in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire cash for transfer by account debit or otherwise be subject wire transfer directly to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculationstaxing authorities designated by the Company, qualify or otherwise approve Company’s written requests for distributions pursuant the amount indicated by the Company as owing to Sections 1(ieach such taxing authority), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability toliability: (a) Take to take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute to institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change to change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund to refund any depreciation in principal of any Property; (e) Assume to assume that the authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (f) To to the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify in respect of the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration StatementStatement unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligationsthen, perform dutiesat the written instruction of the Company, inquire or otherwise be subject the Trustee shall disburse to the provisions Company the amount indicated by the Company as owing in respect of any agreement or document other than this agreement and that which is expressly set forth hereinsuch income tax obligation); and (ki) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i) or 1(k), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change change the investment of any Property, other than in compliance with Section 1 1(c) hereof; (d) Refund refund any depreciation in principal of any Property; (e) Assume assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File file local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement Agreement and that which is expressly set forth herein; and (k) Verify verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j2(a), 2(b) or (k2(c) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconductmisconduct and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) and 1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property Property, other than accrued interest to the extent otherwise provided by this Agreement, shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 1(j) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) and 1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or 7.1 Subject to Section 7.3 and without prejudice to Section 1, the liability to: (a) Take of Serverside to you for any action with respect to Loss suffered by the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability you arising out of or in connection with this Agreement and caused or contributed to by the Trustee’s gross Serverside (including, without limitation, by breach of contract or negligence) shall not in any circumstances exceed, fraud in aggregate, US$150,000. 7.2 Notwithstanding any other provision of this Agreement, but subject always to Section 7.3, Serverside shall not under any circumstances be liable to you or willful misconduct;any other person for: 7.2.1 any Loss which is a loss of profit, data, revenue, use, goodwill, reputation, anticipated savings, market or business and/or non-pecuniary in nature (b) Institute any proceeding for the collection of any principal and income arising fromin each case whether direct, indirect, special, consequential, or instituteotherwise), appear in each case whatsoever and howsoever caused including, without limitation, by breach of contract or defend negligence; or 7.2.2 any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority Loss to the Trustee; (f) To anyone else for extent that it results from any action taken failure or omitted delay by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement you or any of the terms hereof, unless evidenced by a written instrument delivered your personnel to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;perform your obligations under this Agreement. (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or 7.3 Notwithstanding any other action taken by it is as contemplated by provision of this Agreement, nothing in this Agreement shall exclude the Registration Statement; liability of either Party for Loss resulting from willful default, a breach of Sections 9.1 to 9.3 (hinclusive) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (jConfidentiality), or fraud or death or personal injury resulting from its own negligence, or for any other liability which may not by law be excluded or restricted. 7.4 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL CONDITIONS, TERMS, REPRESENTATIONS (kOTHER THAN FRAUDULENT REPRESENTATIONS) hereofAND WARRANTIES, WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, THAT ARE NOT EXPRESSLY STATED HEREIN, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.5 Each provision in this Section 7 shall be construed separately and shall continue and survive even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement (other than information provided by the Trustee) or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File localAs and to the extent requested from time to time by the Company, state and/or federal prepare, execute and file such tax reports, income or other tax returns or information returns and pay any taxes with any taxing authority on behalf respect to income and activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account and payee statements with or the Company documenting the taxes(including but not limited to income tax obligations), it being expressly understood that as set forth in Section 1(i), if anythere is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account, relating Account an amount specified by the Company as owing to the income earned on applicable taxing authority, which amount shall be paid directly to the Property;Company by electronic funds transfer, account debit, check or other method of payment, and the Company shall forward such payment to the taxing authority; or (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), or (k) hereofand 2 above.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to the maturity date or the failure of the Company to provide timely written investment instruction; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) and 1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Prop-erty unless and until it shall have received written instructions from the Company given as provided herein here-in to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder here-under shall not be continuing unless provided otherwise in such designationdesigna-tion, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered suffer-ed by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively con-clusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrumentinstru-ment, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein containedcon-tained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission rescis-sion of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties par-ties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Registra-tion Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account United States Internal Revenue Service and payee statements with the Company Company, documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the income interest earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to issue the checks with respect thereto provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j2(a) hereof));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (ki) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Paragraph 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofParagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account United States Internal Revenue Service and payee statements with the Company Company, documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the income interest earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held except as set forth in the Trust Account, except in accordance with Section 1(jParagraph 1(i));; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Paragraphs 1(i), (j), ) or 1(j) above. (k) hereofAnything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood for such loss or damage and regardless of the form of action. (l) In the event that the Trustee shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held under the terms of this Agreement until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 and Section 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement Agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), Section 1(j) or (kSection 2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)Account or released to it under Sections 2(a) or 2(b) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j1(j), 1(k) or (k1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the TrusteeTrustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j1(j), 1(k) or (k1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, of this Agreement and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c) of this Agreement; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person Authorized Officer designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it the Company is as contemplated by the Registration Statement;; or (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating Subject to the income earned on the Property; (irequirements of Section 1(i) Pay of this Agreement, pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire governmental entity or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereoftaxing authority.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company and/or Maxim given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company and/or Maxim to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or Maxim shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;Statement unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i); and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to issue the checks with respect thereto provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j2(a)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud willful misconduct or willful misconductbad faith; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing continuing, unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper properly authorized person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee's sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to issue the checks with respect thereto provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k2(a) hereof).

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j1(j), 1(k) or (k1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof;hereof; (de) Refund any depreciation in principal of any Property;Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement;Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by relating to any interest income earned on the Company Property; (k) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf regardless of whether such tax is payable by the Trust Account (it being expressly understood that or the Property shall Company, including, but not be used to pay any such taxes and that such taxeslimited to, if any, shall be paid by the Company from funds not held in the Trust Accountincome tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Partnering Transaction entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability tofor: (a) Take Taking any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute Instituting any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund Refunding any depreciation in principal of any Property; (ed) Assume Assuming that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fe) To anyone else for any Any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct whether to the other parties hereto or anyone else. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) to which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gf) Verify Verifying the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure that Statement, (g) Providing any acquisition made assurance on any Business Combination entered into by the Company or any other action taken by it is the Company as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or Filing information returns with any taxing authority on behalf of the Trust Account and payee with any local, state or federal taxing authority or providing periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (i) Pay Preparing, executing and filing tax reports, income or other tax returns and paying any taxes on behalf with respect to any income earned by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations (it being expressly understood that that, as set forth in Section 1(j) hereof, if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, only at the written instruction of the Company, the Trustee shall make funds available in accordance with Section 1(jcash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable taxing authority));, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the appropriate taxing authority; and (j) Imply obligationsVerifying calculations, perform duties, inquire qualifying or otherwise be subject to approving the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) through 1(n) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the TrusteeTrustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure any other filings made by the Company with the SEC; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j)1(j) or 1(k) hereof. The Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or (k) hereofpunitive damages, even if the Trustee is aware of the potential for such damages.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 1(c) hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company and FBW to give written instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and FBW shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any Agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconductmisconduct (in each case as finally determined by a court of competent jurisdiction); (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct (in each case as finally determined by a court of competent jurisdiction). The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j1(j), or (k1(k) and 1(l) hereof. (l) Compensate the Company or any other person for and shall have no responsibility or liability for any diminution of the Property that may result from any deposit made by Trustee in accordance with this Agreement, including any losses resulting from a default by any bank, financial institution or other third party. Notwithstanding anything in this Agreement to the contrary, any liability of the Trustee under this Agreement will be limited to the amount of annual fees paid by the Company to the Trustee during the twelve (12) months immediately preceding the event for which recovery from the Trustee is being sought (except for liability resulting from the Trustee’s gross negligence, fraud or willful misconduct). Anything to the contrary notwithstanding, in no event will the Trustee be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if apprised of the possibility of such damages. The obligations of the Company and the rights and immunities of the Trustee contained in this Section 3 shall survive the termination of this Agreement and the resignation, replacement or removal of the Trustee.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare and execute and file tax reports, income or other tax returns, and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)) hereof); (jk) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), or (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it the Trustee shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by itthe Trustee, or any action suffered by it the Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraph 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross its own negligence, fraud willful misconduct or willful misconductbad faith; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c) herein; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud willful misconduct or willful misconductbad faith. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it the Company is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating Subject to the income earned on the Property; (irequirements of paragraph 1(j) Pay of this Agreement, pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire governmental entity or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereoftaxing authority.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud negligence or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the TrusteeTrustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure any other filings made by the Company with the SEC; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j)1(j) or 1(k) hereof. The Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or (k) hereofpunitive damages, even if the Trustee is aware of the potential for such damages.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein here-in to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File localPrepare, state and/or federal execute and file tax reports, income or other tax returns or information returns and pay any taxes with any taxing authority on behalf respect to income and other activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account and payee statements with or the Company documenting the taxes(including but not limited to income tax obligations), it being expressly understood that as set forth in Section 1(i), if anythere is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust AccountTrust, relating to at the income earned on written instruction of the Property; (i) Pay any taxes on behalf of Company, the Trustee shall make funds available in cash from the Property in the Trust Account (it being expressly understood that an amount specified by the Property shall not be used Company as owing to pay any such taxes and that such taxesthe applicable taxing authority, if any, which amount shall be paid by directly to the Company from by electronic funds not held in transfer, account debit or other method of payment, and the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject Company shall forward such payment to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereoftaxing authority.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) and 1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 1(j) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraph 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Prop-erty unless and until it shall have received written instructions from the Company given as provided herein here-in to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder here-under shall not be continuing unless provided otherwise in such designationdesigna-tion, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered suffer-ed by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively con-clusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrumentinstru-ment, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein containedcon-tained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission rescis-sion of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties par-ties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Registra-tion Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, at the written instruction of the Company, the Trustee shall make available in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire cash for transfer by account debit or otherwise be subject wire transfer directly to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculationstaxing authorities designated by the Company, qualify or otherwise approve Company’s written requests for distributions pursuant the amount indicated by the Company as owing to Sections 1(ieach such taxing authority), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 3 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund refund any depreciation in principal of any Property; (e) Assume assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which may be issuer’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File subject to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account to any governmental entity or taxing authority; (i) file local, state and/or federal Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (ij) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or from income earned on the Trust Account, except in accordance with Section 1(j));. (jk) Imply imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement Agreement and that which is expressly set forth herein; and. (kl) Verify verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), 3(a), 3(b) or (k3(c) hereof.above..

Limitations of Liability. The Trustee shall have no responsibility or liability tofor: (a) Take Taking any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute Instituting any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund Refunding any depreciation in principal of any Property; (ed) Assume Assuming that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fe) To anyone else for any Any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct whether to the other parties hereto or anyone else. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) to which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gf) Verify Verifying the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure that Statement, (g) Providing any acquisition made assurance on any Business Combination entered into by the Company or any other action taken by it is the Company as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or Filing information returns with any taxing authority on behalf of the Trust Account and payee with any local, state or federal taxing authority or providing periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (i) Pay Preparing, executing and filing tax reports, income or other tax returns and paying any taxes on behalf with respect to any income earned by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations (it being expressly understood that that, as set forth in Section 1(j) hereof, if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, only at the written instruction of the Company, the Trustee shall make funds available in accordance with Section 1(jcash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable taxing authority));, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the appropriate taxing authority; and (j) Imply obligationsVerifying calculations, perform duties, inquire qualifying or otherwise be subject to approving the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) through 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraph 1 hereof, and 3 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating Subject to the income earned on the Property; (i) Pay requirements of paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire governmental entity or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereoftaxing authority.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund refund any depreciation in principal of any Property; (e) Assume assume that the authority of any person designated by the Company and/or Banc of America to give written instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or Banc of America shall have delivered a written revocation of such authority to the Trustee; (f) To the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively on, and shall be protected in acting upon upon, any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to have checks drawn and delivered with respect thereto as provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k2(a) hereof).

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein and the letter agreement, dated August 11, 2010, between the Company and the Trustee; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company Subsidiary given as provided herein to do so and the Company Subsidiary shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company Subsidiary to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company Subsidiary shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Subsidiary’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement, (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of or provide periodic written statements to the Trust Account and payee statements with the Company Subsidiary documenting the taxestaxes payable by the Subsidiary, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Subsidiary, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve Companythe Subsidiary’s written requests for distributions pursuant to Sections 1(i), (j), or (k1(j) and 1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The enumeration of any permissive right or power available to the Trustee shall not be the imposition of a duty (unless and to the extent expressly set forth herein); (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions direction from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change Take any action with respect to the investment of any Property, other than as directed in compliance accordance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the TrusteeTrustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify Review or verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement. The Trustee shall have no responsibility with respect to the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (jl) Imply obligationsInvestigate, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculationsevaluate, qualify or otherwise approve verify any written direction received from the Company’s , including without limitation, written requests for distributions directions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 1(j) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct;; or (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;; or (c) Change the investment of any Property, other than in compliance with Section 1 hereof;1(c); or (d) Refund any depreciation in principal of any Property;; or (e) Assume that the authority of any person designated by the Company and Xxxxxx to give written instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and Xxxxxx shall have delivered a written revocation of such authority to the Trustee;; or (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;; or (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; or (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Partnering Transaction entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or ) and (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to(a) Notwithstanding anything in this Agreement to the contrary: (ai) Take any action claims for breach of the representations and warranties contained in this Agreement must be brought no later than the date that is twelve (12) months after the Closing Date, except that such limitation on the period to bring claims shall not apply to (A) claims for breach of the Fundamental Representations, which must be brought within six (6) years following the Closing Date, (B) claims for breach of the representations and warranties in Section 4.10, which must be brought no later than sixty (60) days following the expiration of the applicable statute of limitations, and (C) claims for breach of the representations and warranties in Section 4.15, which must be brought within three (3) years following the Closing Date; (ii) claims for breach of the covenants and agreements in this Agreement (other than claims with respect to Taxes) that by their nature are required to be performed at or prior to the PropertyClosing must be brought on or prior to the date that is one hundred eighty (180) days after the Closing Date, and claims for breach of the covenants and agreements in this Agreement (other than as directed in Section 1 hereofclaims with respect to Taxes) that by their nature are required to be performed following the Closing Date must be brought on or prior to the date that is one hundred eighty (180) days after the last date on which the applicable covenant was required to be fully performed, and claims for breach of the Trustee covenants and agreements in this Agreement with respect to Taxes must be brought no later than sixty (60) days following the expiration of the applicable statute of limitations with respect to such Taxes; (iii) Seller shall have no liability pursuant to Section 10.1(a)(i) until the aggregate amount of all Losses that are subject to indemnification pursuant to Section 10.1(a)(i) equals or exceeds $19,695,558.42 (the “Deductible Amount”), in which event Seller shall be liable for Losses only to the extent they are in excess of the Deductible Amount; (iv) Seller shall have no liability pursuant to Section 10.1(a)(i) in connection with any single item or group of related items that results in Losses that are subject to indemnification pursuant to Section 10.1(a)(i) in the aggregate of less than $500,000; and (v) in no event shall Seller’s aggregate liability pursuant to Section 10.1(a)(i) exceed $131,303,723 (“Liability Cap”); provided, however, that (A) the indemnification limitations set forth in Section 10.2(a)(iii) to (v) shall not apply to any party except for claim with respect to a breach of a Fundamental Representation or a breach with respect to Taxes (which shall not exceed $1,313,037,228) and (B) no indemnification limitation set forth in Section 10.2(a) shall apply to any claim based upon Fraud; and provided further, subject to Section 10.8(a), that in no event shall Seller’s aggregate liability arising out of the Trustee’s gross negligenceor relating to this Agreement, fraud whether relating to a breach of a representation and warranty, covenant, agreement or willful misconduct;obligation in this Agreement and whether based on contract, tort, strict liability, other Laws or otherwise, exceed $1,313,037,228. (b) Institute any proceeding for Notwithstanding the collection of any principal and income arising fromforegoing, if a written claim or institute, appear written notice is duly given in or defend any proceeding of any kind good faith under this Article X with respect toto any representation, any warranty, covenant or agreement prior to the expiration of the Property unless and applicable survival period set forth in Section 10.2(a)(i) or Section 10.2(a)(ii), the claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until it shall have received written instructions from the Company given as provided herein such claim is finally resolved pursuant to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;this Article X. (c) Change If any fact, circumstance or condition forming a basis for a claim for indemnification under this Article X shall overlap with any fact, circumstance, condition, agreement or event forming the investment basis of any Propertyother claim for indemnification under this Article X, there shall be no duplication in the calculation of the amount of the Losses. In addition, Seller shall not have any liability under this Article X for Losses to the extent included in the calculation of Aggregate Net Working Capital (other than the failure to pay amounts (if any) that become due and payable by Seller pursuant to Section 2.6) in compliance accordance with the terms of Section 1 hereof;2.6. (d) Refund All materiality qualifications (including the term Material Adverse Effect) contained in any depreciation in principal representation or warranty herein shall be taken into account under this Article X solely for purposes of determining whether a breach or violation of such representation and warranty has occurred for which an indemnity obligation exists. All such materiality qualifications will be ignored and not given effect for purposes of determining the amount of Losses resulting from any Property;such breach or violation. (e) Assume that the authority of any person designated by the Company to give instructions hereunder An indemnifying Party shall not be continuing unless provided otherwise in such designation, required to indemnify a Party seeking indemnification to the extent of any Losses that a court of competent jurisdiction or unless the Company arbitrator shall have delivered a written revocation determined by final judgment to have resulted from the Fraud, gross negligence or willful misconduct of such authority to the Trustee;Party seeking indemnification. (f) To anyone else Neither Seller nor any of its Affiliates shall have any rights of contribution (or similar rights) regarding Losses against any Acquired Company for any action taken claim arising out of or omitted by it, or any action suffered by it otherwise related to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereofTransaction Document.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j2(a) hereof));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j2(a), 2(b) or (k2(c) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (ai) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (ii) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (biii) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (civ) Change the investment of any Property, other than in compliance with Section 1 hereof; (dv) Refund any depreciation in principal of any Property; (evi) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fvii) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gviii) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statements; (ix) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration StatementStatements; (hx) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ixi) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kxii) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section pursuant to Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud willful misconduct or willful misconductbad faith; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud willful misconduct or willful misconductbad faith. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability tofor: (a) Take Taking any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute Instituting any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund Refunding any depreciation in principal of any Property; (ed) Assume Assuming that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fe) To anyone else for any Any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct whether to the other parties hereto or anyone else. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) to which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gf) Verify Verifying the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure that Statement, (g) Providing any acquisition made assurance on any Acquisition Transaction entered into by the Company or any other action taken by it is the Company as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or Filing information returns with any taxing authority on behalf of the Trust Account and payee with any local, state or federal taxing authority or providing periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (i) Pay Preparing, executing and filing tax reports, income or other tax returns and paying any taxes on behalf with respect to any income earned by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations (it being expressly understood that that, as set forth in Section 1(j) hereof, if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except then, only at the written instruction of the Company, the Trustee shall make funds available in accordance with Section 1(jcash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable taxing authority));, which amount shall be paid directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the appropriate taxing authority; and (j) Imply obligationsVerifying calculations, perform duties, inquire qualifying or otherwise be subject to approving the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) through 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a)hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j1(j), or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraph 1 hereof, hereof and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;; or (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(j) hereof; (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligationsthen, perform dutiesat the written instruction of the Company, inquire or otherwise be subject the Trustee shall disburse to the provisions Company the amount indicated by the Company as owing in respect of any agreement or document other than this agreement and that which is expressly set forth hereinsuch income tax obligation); and (ki) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections Section 1(i) or 1(k), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company and/or Maxim given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company and/or Maxim to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or Maxim shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to make issue the checks with respect thereto provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k2(a) hereof).

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (h) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hi) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ij) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, except in accordance with pursuant to Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinhereof; andor (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k) hereof1(k)hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company and/or the Representatives to give written instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or the Representatives shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that that, subject to the provisions of Section 2(a), the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund refund any depreciation in principal of any Property; (e) Assume assume that the authority of any person designated by the Company and/or Maxim to give written instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or Maxim shall have delivered a written revocation of such authority to the Trustee; (f) To the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively on, and shall be protected in acting upon upon, any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as otherwise required under Section 1(i) hereof; and (h) File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used Trustee’s sole obligation with respect to pay any such taxes and that such taxes, if any, shall be paid to have checks with respect thereto as provided for by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j), or (k2(a) hereof).

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct; (bc) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (cd) Change the investment of any Property, other than in compliance with Section 1 hereof; (de) Refund any depreciation in principal of any Property; (ef) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fg) To The other parties hereto or to anyone else for any action taken or omitted by itthe Trustee, or any action suffered by it the Trustee to be taken or omitted, in good faith and in the exercise of the Trustee’s own best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gh) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (i) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hj) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ik) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section paragraphs 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), which counsel may be company counsel, statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File local, state and/or federal Federal tax returns or information returns with any taxing authority on behalf of with respect to the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;. (i) Pay or report any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used other than pursuant to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(jparagraph 2(a));. (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and. (k) Verify calculations, qualify or otherwise approve Company’s written Company requests for distributions pursuant to Sections paragraph 1(i), (j2(a), 2(b) or (k) hereof2(c). above.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (ed) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fe) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the TrusteeTrustee with written notification to the Company), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gf) Verify the correctness accuracy of the information set forth in the Registration Statement or to confirm or assure provide any assurance that any acquisition made Business Combination consummated by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (hg) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (ih) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including but not limited to, franchise and income tax obligations, except in accordance with pursuant to Section 1(j))) hereof; (ji) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement Agreement and that which is expressly set forth herein; andor (kj) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability toliability: (a) Take To take any action with respect to the Property, other than as directed in Section paragraph 1 hereof, hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute To institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change To change the investment of any Property, other than in compliance with Section 1 hereofparagraph 1(c); (d) Refund To refund any depreciation in principal of any Property; (e) Assume For assuming that the authority of any person designated by the Company to give instructions hereunder shall not be continuing continue to have such authority unless (i) provided otherwise in such designation, designation or unless (ii) the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;; and (h) File localtax reports, state and/or federal prepare income tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 1(i), if there is any income tax obligation relating to the income of the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); (j) Imply obligationsthen, perform dutiesat the written instruction of the Company, inquire or otherwise be subject the Trustee shall disburse to the provisions Company, out of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculationsthe Property in the Trust Account, qualify or otherwise approve Company’s written requests for distributions pursuant the amount indicated by the Company as owing to Sections 1(ieach such taxing authority), (j), or (k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company (and under certain circumstances the Representative) to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company (and, as applicable, the Representative) shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s 's gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File localtax reports, state and/or federal prepare income tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay pay any taxes on behalf of the Trust Account (it being expressly understood that that, as set forth in Section 2(a), if there is any income tax obligation relating to the income on the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with then, at the written instruction of the Company (accompanied by the certificate required by such Section 1(j2(a)); (j) Imply obligations, perform duties, inquire or otherwise be subject the Trustee shall disburse funds by bank wire transfer out of the Property in the Trust Account to the provisions of any agreement or document other than this agreement and that which is expressly set forth hereinCompany's designated bank account in the amount specified by the Company as required to pay such taxes); and (ki) Verify calculationsCompute, qualify confirm or otherwise approve Company’s written requests for distributions verify amounts requested by the Company pursuant to Sections 1(i), (j), 2(a) or (k2(b) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believesTrustee, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made business combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; (h) File local, state state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and or deliver payee statements with to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Account or released to it under Section 1(j)2(a) hereof); (j) Imply obligations, perform duties, inquire inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; andor (k) Verify calculations, qualify qualify, or otherwise approve Company’s written Company requests for distributions pursuant to Sections 1(i), (j), ) or (k2(a) hereofabove.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1 hereof; (d) Refund any depreciation in principal of any Property; (ed) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (fe) To The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel with written notification to the Company), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (gf) Verify the correctness accuracy of the information set forth contained in the Registration Statement or to confirm or assure Statement; (g) Provide any assurance that any acquisition made Business Combination entered into by the Company or any other action taken by it the Company is as contemplated by the Registration Statement; (h) File information returns with respect to the Trust Account with any local, state and/or or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee or provide periodic written statements with to the Company documenting the taxestaxes payable by the Company, if any, payable by the Company or the Trust Account, relating to the any interest income earned on the Property; (i) Pay Prepare, execute and file tax reports, income or other tax returns and pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used with respect to pay any such taxes income generated by, and that such taxesactivities relating to, if any, shall be paid by the Company from funds not held in the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except in accordance with pursuant to Section 1(j));) hereof; or (j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j), 1(j) or (k1(k) hereof.