Common use of Limited Distributions of Income on Property Clause in Contracts

Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfer out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes. (b) Upon written request from the Company stating that such distribution pursuant to this Section 2(b) shall be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to $2,000,000 of the income earned and collected on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company’s written request. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, signed by on behalf of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(j) hereof.

Limited Distributions of Income on Property. (a) If there is any federal, state or local income tax obligation relating to the income from of the Company (including Property in of the Trust Account), then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfer transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes.; and (b) Upon the written request from the Company stating that such distribution pursuant to this Section 2(b) shall be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration StatementCompany, the Trustee shall distribute to the Company on a monthly basis an amount equal to $2,000,000 one-half of the income earned and collected on the Base Deposit Property [prior to the payment of any amounts set forth in Section 2(a)] through the last day of the month immediately preceding month; provided that the date total amount of receipt income that may be distributed pursuant to this Section 2(b) is $1,200,000 and provided further that to the extent that the aggregate sum of the distributions exceeds $900,000, the Company shall provide the Trustee with an authorization letter from Wachovia Bank prior to the Trustee making any further distribution to the Company’s written request. The first such distribution shall be for the period ending on [_____], 2006. (c) Upon receipt by the Trustee of a written instruction request from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by on behalf the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, and (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute the requested amount to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letterCompany. (d) Except as provided in this Section 2Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections Section 1(i) and 3(j(j) hereof.

Limited Distributions of Income on Property. (a) If there is any Upon receipt by the Trustee of an Officers' Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying the amount of income tax obligation relating to taxes payable by the Company with respect of income from earned on the Property in the Trust AccountProperty, then, then at the written instruction of the Company, the Trustee shall promptly to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company or the Internal Revenue Service by wire transfer transfer, out of the Property in the Trust Account, the amount indicated by the Company as required owing in respect of such income tax obligation; provided, however, that in no event shall the aggregate amount of all checks issued to pay taxing authorities pursuant to this Section 2(a) exceed the income taxesin respect of which such taxes are due and owing. (b) Upon written request Except as provided in Sections 1(i), 1(j), and 2(a) above, no other distributions from the Company stating that such distribution pursuant to this Section 2(b) Trust Account shall be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to $2,000,000 of the income earned and collected on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company’s written requestpermitted. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by on behalf the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company's plan of dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(j) hereof.

Limited Distributions of Income on Property. (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, or if there is any other tax obligation to which the Company is subject (as determined by the Company), then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service or other taxing authority, as applicable, by wire transfer or check (as directed by the Company in its instruction letter), out of the Property in the Trust Account, the amount indicated by the Company as required to pay income or other taxes and disburse to the Company by wire transfer out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such taxes. (b) Upon written request from the Company stating containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, including, without limitation, the expenses incurred in connection with the Company’s dissolution, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to up to $2,000,000 1,400,000 of the income interest earned and collected on the Base Deposit Property in the Trust Account, net of taxes payable, through the last day of the month immediately preceding the date of receipt of the Company’s written request. (c) Upon receipt by of the Termination Letter, the Trustee of a written instruction from the Company for distributions from shall liquidate the Trust Account in connection with a plan of dissolution and distribution, signed by on behalf of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii1(j), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(j) hereofpermitted.

Limited Distributions of Income on Property. (a) If there is any federal, state or local income tax obligation relating to the income from of the Company (including Property in of the Trust Account), then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfer transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes.; and (b) Upon the written request from the Company stating that such distribution pursuant to this Section 2(b) shall be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration StatementCompany, the Trustee shall distribute to the Company on a monthly basis an amount equal to $2,000,000 one-half of the income earned and collected on the Base Deposit Property [prior to the payment of any amounts set forth in Section 2(a)] through the last day of the month immediately preceding month; provided that the date total amount of receipt income that may be distributed pursuant to this Section 2(b) is $1,200,000 and provided further that to the extent that the aggregate sum of the distributions exceeds $900,000, the Company shall provide the Trustee with an authorization letter from Wachovia Bank prior to the Trustee making any further distribution to the Company’s written request. The first such distribution shall be for the period ending on December 31, 2006. (c) Upon receipt by the Trustee of a written instruction request from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by on behalf the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 3(a) of this Agreement, certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, including any fees and expenses incurred or imminently to be incurred by the Company in connection with seeking stockholder approval of the Company’s plan of dissolution and distribution, and (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute the requested amount to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letterCompany. (d) Except as provided in this Section 2Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections Section 1(i) and 3(j(j) hereof.