Common use of Limitations of Liability Clause in Contracts

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; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility 17.1 HKIRC does not make and expressly disclaims any representation, warranty or liability to: (a) Imply obligationscondition, perform dutieswhether oral or written, inquire express or otherwise implied, statutory or otherwise, including, without limitation, any warranty or condition of quality or fitness for a particular purpose or non-infringement, or that the Registry Server or WHOIS Service will be subject to available at all times during the provisions term of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action or in respect of the functionality, freedom from bugs or viruses, compatibility or interoperability of the Registry Server or the systems accessed by the Registrar and/or Registrants or with respect to the Propertysecurity issues relating to the Registry Server or any systems accessed by the Registrar and/or Registrants, including without limitation, those provided by third party software, hardware, Internet and/or telecommunications or other than as directed service providers, partners or otherwise with respect to the services provided hereunder including without limitation those services relating to the Registry Server and its operation. 17.2 Any representation, warranty, condition or undertaking which (but for this clause 17) would be implied in Section 1 hereofthis Agreement by law, and is excluded to the Trustee shall have no fullest extent permitted by law. 17.3 Save only in respect of liability for death or personal injury arising on account of negligence on the part of HKIRC, HKIRC’s aggregate liability to any third party except for the Registrar in connection with this Agreement, whether liability arising out in contract, tort or otherwise, shall be limited to the amount of accreditation fees paid by the Trustee’s gross negligenceRegistrar to HKIRC. Under no circumstances, 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 whether as a result of the liquidation breach of any such investment prior contract, tortious liability (including negligence) or otherwise, shall HKIRC or its directors, officers, employees, agents and representatives be liable to its maturity date or the failure of the Company to provide timely written investment instruction; (c) 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 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; (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) The other parties hereto or to anyone else Registrar for any action taken special, indirect, incidental, exemplary, punitive or omitted by itconsequential damages or for loss or damage resulting from loss of use, lost business revenue, lost profits or any action suffered by it to be taken or omitted, in good faith third party damages arising out of and in the Trustee’s best judgmentconnection with this Agreement howsoever arising. 17.4 The Registrar agrees to indemnify and keep indemnified HKIRC, except for the Trustee’s gross negligenceits past and present contractors, fraud or willful misconduct. The Trustee may rely conclusively agents, employees, officers, directors, members, affiliates and shall be protected in acting upon assigns of and hold each of them harmless from and against any orderand all damages, noticeliabilities, demandobligations, certificatelosses, opinion or advice claims, demands, actions, causes of counsel action, lawsuits, penalties, costs and expenses (including counsel chosen by the Trusteeincluding, which counsel may be the Company’s counselwithout limitation, reasonable legal and other related costs), statementof whatsoever nature, instrumentwhether present or future, report actual or other paper contingent, arising out of 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 connection 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 howsoever arising including without limitation arising out of 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 accuracy of the information contained in the connection with 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofAgreement and/or Reseller Agreement.

Limitations of Liability. The Trustee shall have no responsibility 7.1 Subject to Section 7.3 and without prejudice to Section 1, the liability of Serverside to you for any Loss suffered by the you arising out of or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than in connection with this Agreement and that caused or contributed to by the Serverside (including, without limitation, by breach of contract or negligence) shall not in any circumstances exceed, 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 any other person for: 7.2.1 any Loss which is expressly set forth herein;a loss of profit, data, revenue, use, goodwill, reputation, anticipated savings, market or business and/or non-pecuniary in nature (in each case whether direct, indirect, special, consequential, or otherwise), in each case whatsoever and howsoever caused including, without limitation, by breach of contract or negligence; or (b) Take 7.2.2 any action with respect Loss to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to extent that it results from any third party except for liability arising out of the Trustee’s gross negligence, fraud failure 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; (c) 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 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; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated delay 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) 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 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 accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or 7.3 Notwithstanding any other action taken provision of this Agreement, nothing in this Agreement shall exclude the liability of either Party for Loss resulting from willful default, a breach of Sections 9.1 to 9.3 (inclusive) (Confidentiality), or fraud or death or personal injury resulting from its own negligence, or for any other liability which may not by the Company is as contemplated by the Registration Statement;law be excluded or restricted. 7.4 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL CONDITIONS, TERMS, REPRESENTATIONS (iOTHER THAN FRAUDULENT REPRESENTATIONS) File information returns with respect to the Trust Account with AND 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 local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income reason one or other tax returns and pay of these provisions is held inapplicable or unenforceable in any taxes with respect to any income generated 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, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofcircumstances.

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; (c) 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; (d) Change the investment of any Property, other than in compliance with Section 1 hereof; (e) 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) 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, 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 accuracy of the information contained in the Registration StatementStatement or any other filings made by the Company with the SEC; (hi) 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; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 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 1(l) 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) Imply Perform any implied duties or 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (d) 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 its maturity date or the failure of the Company to provide timely written investment instruction (e) 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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in the Registration Statement; (hi) 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; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform dutiesPerform any duties except those expressly set forth herein, inquire or otherwise be subject to to, and shall not be charged with knowledge of, the provisions of any agreement or document other than this Agreement, including the Underwriting Agreement, the Registration Statement or the Prospectus, and no implied duties or obligations shall be read into the Agreement and that which is expressly set forth hereinagainst 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 third party except for liability arising out of the Trustee’s gross negligence, actual fraud or willful misconduct, and misconduct (in no event shall the Trustee be liable for the selection each case as finally determined by a court 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 instructioncompetent jurisdiction); (c) 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 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; (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) 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, actual 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 may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Trustee shall not be liable for the conduct of the same if appointed with due care. 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest or other income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 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 investment or 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, actual 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. (m) The Company shall indemnify, defend and hold the Trustee harmless from and against any tax, late payment, interest, penalty or other cost, damages, losses or expense that may be assessed against the Trustee on or with respect to the Property and the investment thereof unless such tax, late payment, interest, penalty or other cost, damages, losses or expense shall have been finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence, bad faith or willful misconduct of the Trustee. (n) Risk or advance its own funds in the performance of its duties or the exercise of its rights under this Agreement. The Trustee shall have no obligation to pursue any action that is not in accordance with applicable law. 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) 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 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 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; (c) 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 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; (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) 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, 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 accuracy correctness of the information contained set forth in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 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 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, 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; (c) 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 instructions written 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; (d) Take any action with respect to the investment of any Property, other than as directed in Section 1 hereof; (e) 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) 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 judgmentfaith, 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, 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 accuracy of the information contained in the Registration Statement; (hi) 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. The Trustee shall have no responsibility with respect to the Registration Statement; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculationsInvestigate, evaluate, 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), 1(j), 1(k) or 1(l1(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 negligenceor its representatives’ fraud, fraud or willful misconduct, gross negligence or willful and in no event shall the Trustee be liable for the selection material breach 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 instructionthis Agreement; (c) 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 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; (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) 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 ’s, or its representatives’, fraud, willful misconduct, gross negligence, fraud negligence or willful misconductand material breach of this Agreement. 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), and 1(k) or 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 third party except for liability arising out of the Trustee’s ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(land 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 under this Agreement except for liability arising out of the Trustee’s or its representatives’ 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; (c) 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; (d) Change the investment of any Property, other than in compliance with Section 1 hereof; (e) 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) The other parties hereto 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 or its representatives’ 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 accuracy of the information contained in the Registration Statement; (hi) 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; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k(j) or 1(land (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, 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; (c) 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 instructions written 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; (d) Take any action with respect to the investment of any Property, other than as directed in accordance with Section 1 hereof; (e) 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) 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, 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 accuracy of the information contained in the Registration Statement; (hi) 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. The Trustee shall have no responsibility with respect to the Registration Statement; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculationsInvestigate, evaluate, 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), 1(j), 1(k) or 1(l1(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, 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 The Company to provide timely written investment instruction; (c) 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 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; (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 required to the Trustee; (f) The other parties hereto or to anyone else for indemnify 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes PSI Indemnified Party with respect to any income generated byclaim for indemnification unless and until the aggregate amount of PSI Claims exceeds the sum of One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”), and activities relating toin which case such indemnification obligation shall relate to the entire amount of such PSI Claim or PSI Claims. The maximum amount for which Company is obligated to indemnify hereunder with respect to PSI Claims is fifty percent (50%) of the market value of the Company shares delivered on the Closing Date (the “Cap Amount”). Notwithstanding anything to the contrary contained herein or in any related document, the Trust Account, regardless of whether such tax is payable by the Trust Account or the CompanyCompany shall not be liable to PSI for any consequential damages, including, but not limited to, franchise and income tax obligationsloss of revenue or income, except pursuant cost of capital, or loss of business reputation or opportunity relating to Section 1(j) hereof; orthe breach or alleged breach of this Agreement. The limitations set forth above shall not be applicable to any claim for indemnification based on actual fraud or intentional misrepresentation by Company. (kb) Verify calculations, qualify or otherwise approve The Executive Shareholders shall not be required to indemnify any Company Indemnified Party with respect to any claim for indemnification unless and until the Company’s written requests for distributions pursuant to Sections 1(iaggregate amount of all Company Claims exceeds the sum of One Hundred Thousand Dollars ($100,000), 1(j)in which case such indemnification obligation shall relate to the entire amount of such Company Claim or Company Claims. The maximum amount for which Executive Shareholders are obligated to indemnify hereunder with respect to Company Claims is the Cap Amount. Notwithstanding anything to the contrary contained herein or in any related document, 1(kExecutive Shareholders shall not be liable to Company for any consequential damages, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. The limitations set forth above shall not be applicable to any claim by Company for indemnification based on actual fraud or intentional misrepresentation by Seller or the Owners. (c) or 1(l) hereofEach party hereto shall provide each other party hereto with such additional information as such party may reasonably request regarding any claim for indemnification under this Article VI.

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 paragraph 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 its own gross negligence, fraud negligence 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; (cb) 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 paragraph 1(c); (d) Refund any depreciation in principal of any PropertyProperty invested in accordance with Section 1(c); (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) The other parties hereto or to anyone else for any action taken or omitted by itit in compliance with this Agreement, or any action suffered by it to be taken or omitted, omitted in compliance with this Agreement made in good faith and in the Trustee’s exercise of its 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 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 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, 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 accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (kh) Verify calculations, qualify or otherwise approve Look to any other agreement for the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofdetermination of its duties as Trustee.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 or its representative’s gross negligence, fraud or willful misconduct, misconduct or willful and in no event shall the Trustee be liable for the selection material breach 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 instructionthis Agreement; (c) 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 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; (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) 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 or its representative’s gross negligence, fraud or willful misconductmisconduct or willful and material breach of this Agreement. 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 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 hereinherein 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 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; (c) 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 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; (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) 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 CompanySubsidiary’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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company Subsidiary documenting the taxes payable by the CompanySubsidiary, if any, relating to any interest income earned on the Property; (j) 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, regardless of whether such tax is payable by the Trust Account or the CompanySubsidiary, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the CompanySubsidiary’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 or its representative’s fraud, gross negligence, fraud negligence or willful misconduct, misconduct or willful and in no event shall the Trustee be liable for the selection material breach 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 instructionthis Agreement; (c) 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 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; (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) 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 or its representative’s gross negligence, fraud or willful misconductmisconduct or willful and material breach of this Agreement. 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 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 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, 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 accuracy of the information contained in the Registration StatementStatement or any other filings made by the Company with the SEC; (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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 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 1(l) 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) Imply Perform any implied duties or 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or and 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 third party except for liability arising out of the Trustee’s ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligationsExcept as specifically provided for otherwise in this Agreement, 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 Purchaser or the Grantor be liable to or through the other for consequential, incidental, indirect or special damages, including loss of revenue, loss of business opportunity or the selection costs associated with the use of investments external (outside the System) restoration facilities including for any loss or damage sustained by reason of any failure in or breakdown of the System or the facilities associated with the System or for investment losses incurred thereon any interruption of service, whatever the cause and however long it shall last. (b) The Grantor shall not be liable to the Purchaser for any loss or for losses incurred damage which may be suffered by the Purchaser as a result of, related to, or in connection with, the Purchaser's compliance or non-compliance with any applicable state or federal or other law related to the transfer of the liquidation of any such investment prior to its maturity date IRU in, or the failure of use of, the Company to provide timely written investment instruction;Capacity. (c) Institute The Purchaser shall not be liable to the Grantor for any proceeding for loss or damage which may be suffered by the collection of any principal and income arising fromGrantor as a result of, related to, or institutein connection with, appear in the Grantor's non-compliance with any applicable state or defend any proceeding of any kind with respect to, any federal or other law related to the transfer by the Grantor of the Property unless and until it shall have received instructions from IRU to the Company given as provided herein to do so and Purchaser in, or the Company shall have advanced Grantor's operation, ownership or guaranteed to it funds sufficient to pay any expenses incident thereto;use of, the System. (d) Refund Neither the Purchaser nor the Grantor shall be liable to the other for any depreciation in principal loss or damage which may be suffered by such party by reason of any Property;Force Majeure Event. In the event of an occurrence of a Force Majeure Event, the party claiming to be affected by a Force Majeure Event shall give prompt written notice thereof to the other party, which such notice shall include a brief description of the Force Majeure Event and shall, if possible, estimate the duration of said Force Majeure Event. If the party affected by a Force Majeure Event has complied with the provisions of the preceding sentence, such party shall be excused from the performance of its obligations hereunder on a day-to-day basis to the extent that the Force Majeure Event prevents, restricts or interferes with such party's performance hereunder. The party affected by a Force Majeure Event shall use commercially reasonable efforts under the circumstances to avoid, rectify or remove the cause of such Force Majeure Event and shall re-commence any prevented performance hereunder at the soonest possible date. (e) Assume that In no event shall the authority of any person designated by the Company to give instructions hereunder shall not Grantor be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority liable to the Trustee; (f) The other parties hereto or to anyone else Purchaser for any action taken credits or omitted by it, damages resulting from outage 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 degradation 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 service during 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofplanned maintenance operation.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire MSCI agrees that neither MS nor its affiliates or otherwise be subject to the provisions of any agreement or document subsidiaries (other than MSCI) (collectively, the “MS Provider Group”) and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and that which is expressly set forth herein;such transactions. (b) Take any action with respect to MS agrees that neither MSCI nor its subsidiaries (collectively, the Property“MSCI Provider Group”) and the respective directors, other than as directed in Section 1 hereofofficers, agents, and employees of the Trustee MSCI Provider Group shall have no liability any liability, whether direct or indirect, in contract or tort or otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any third party except for liability arising out actions or inactions by or on behalf of the Trustee’s gross negligence, fraud or willful misconduct, MSCI Provider Group in connection with this Agreement 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;transactions. (c) Institute Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any proceeding for the collection of any principal and income arising fromspecial, indirect, incidental, consequential or institute, appear in or defend any proceeding punitive damages of any kind with respect whatsoever in any way due to, any resulting from or arising in connection with the performance of or failure to perform MS’s or MSCI’s obligations under this Agreement. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the Property unless form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and until it shall have received instructions from (iii) regardless of whether such damages are foreseeable or whether any member of the Company given as provided herein to do so and MS Provider Group or the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;MSCI Provider Group has been advised of the possibility of such damages. (d) Refund In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any depreciation in principal of any Property; (e) Assume that the authority of any person designated failure by the Company other Party 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) 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 comply fully with 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 obligations under 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofAgreement.

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; (c) 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 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; (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) The other parties hereto or to 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k(j) or 1(l(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 its representatives’ willful misconduct, and in no event shall the Trustee be liable for the selection of investments gross negligence 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 instructionactual fraud; (c) 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 instructions from the Company SPAC Parties given as provided herein to do so and the Company Opco shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company or Opco to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company or Opco shall have delivered a written revocation of such authority to the Trustee; (f) 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’s, fraud or its representatives’, willful misconduct, gross negligence or actual fraud. 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company SPAC Parties documenting the taxes payable by the CompanySPAC Parties, if any, relating to any interest income earned on the Property; (j) 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, regardless of whether such tax is payable by the Trust Account or the CompanySPAC Parties, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s SPAC Parties’ written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or and 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 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; (c) 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof1(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 ’s, or its representatives’, 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; (c) 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; (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) 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 ’s, or its representatives’, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), and 1(k) or 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 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; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(i)-(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or Except as otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;, Services Co assumes no responsibility under this Agreement other than to provide the G&A Services in accordance with the terms of this Agreement. The Services Co Group and their respective stockholders, partners, members, managers, directors, officers, employees and consultants (collectively, the “Services Co Released Parties”) will not be liable to the Regency Group or their respective stockholders, partners, members, managers, directors, officers, employees and consultants (collectively, the “Regency Released Parties”) for any acts or omissions by the Services Co Group performed or omitted in connection with the performance of the G&A Services, except for acts and omissions constituting fraud, gross negligence or willful misconduct. (b) Take any action Except as otherwise set forth herein, there are no representations or warranties made by either Party, express or implied, at Law or in equity, with respect to the Property, other than as directed in Section 1 subject matter 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;. (c) Institute Services Co and ETE will not be liable for any proceeding for the collection of any principal and income arising fromconsequential, incidental, punitive, special 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 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; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated other indirect damages incurred by the Company to give instructions hereunder shall not Regency Group in connection with this Agreement, nor will Regency 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) The other parties hereto or to anyone else liable for any action taken consequential, incidental, punitive, special or omitted other indirect damages incurred by itthe Services Co Group in connection with this Agreement, or any action suffered by it to be taken or omittedincluding, in good faith and in the Trustee’s best judgmenteach case, except damages for the Trustee’s gross negligenceloss of profits, fraud loss of use or willful misconductrevenue or losses by reasons of increased cost of capital. The Trustee may rely conclusively foregoing limitation of liability for consequential, incidental, punitive, special, and shall be protected other indirect damages is not intended to limit a Party’s liability under the release, indemnity, defense, and hold harmless obligations 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 for consequential, incidental, punitive, special, and other indirect damages that are awarded in a proceeding brought or any asserted against a Party by anyone other than a Party or its Affiliates in respect of which such Party would otherwise be entitled to indemnification pursuant to 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee 10.1 Nothing in this Access Agreement shall have no responsibility operate to limit or exclude either party’s liability toto the other for: (a) Imply obligations, perform duties, inquire death or otherwise be subject to the provisions of any agreement or document other than this Agreement and personal injury caused by that which is expressly set forth hereinparty’s negligence; (b) Take fraudulent misrepresentation or fraudulent concealment; or (c) any liability which cannot be limited or excluded by law. 10.2 Subject to clause 10.1, the total aggregate liability of LCH, LCH Group and its and their directors, officers and employees for all claims arising under or in connection with this Access Agreement regardless of form of action and whether in contract, tort, warranty, or other legal or equitable grounds (including in each case negligence), shall under no circumstances exceed the sum of £100,000 (one hundred thousand pounds). 10.3 Subject to clause 10.1, the total aggregate liability of the Member for all claims arising under or in connection with respect this Access Agreement regardless of form of action and whether in contract, tort, warranty, or other legal or equitable grounds (including in each case negligence), excluding any liability under clause 11, shall under no circumstances exceed the sum of £100,000 (one hundred thousand pounds). 10.4 Subject to clause 10.1, none of LCH, LCH Group or its and their directors, officers or employees will be liable to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to Member or any third party except Authorised User for liability arising out any of the Trustee’s gross negligencefollowing types of loss or damage arising under or in connection with this Access Agreement: (a) any loss of profits, fraud business, contracts, anticipated savings, goodwill, or willful misconduct, and in no event shall the Trustee be liable for the selection revenue; (b) any loss or corruption 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 instructiondata; (c) Institute any proceeding indirect or consequential loss or damage whatsoever; even if any of LCH, any member of the LCH Group or its and their directors, officers or employees was advised in advance of the possibility of such loss or damage. 10.5 Notwithstanding any other provision of this Access Agreement, LCH will not be liable for a failure to comply or delay in complying with its obligations under this Access Agreement to the collection extent that such failure arises as a result of any principal and income arising from, act or institute, appear in omission or defend any proceeding delay of any kind with respect tothe Member, any of the Property unless and until it shall have received 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; (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) The other parties hereto or to anyone else for any action taken or omitted by it, Authorised User or any action suffered Member Personnel. 10.6 The express provisions of this Access Agreement are in place of all warranties, conditions, terms, undertakings and obligations implied by it to be taken statute, common law, custom, trade usage, course of dealing or omittedotherwise, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited toto implied undertakings of satisfactory quality, franchise conformity with description and income tax obligationsfitness for purpose) all of which are hereby excluded to the maximum extent permitted by law. 10.7 LCH and the Member agree that nothing in this Access Agreement is intended to affect any limitations or exclusions of liability set out in the Membership Agreement. Further, except pursuant it is not the intention that a party making a claim under or in connection with this Access Agreement or the Membership Agreement in connection with certain subject matter should be able to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve make a claim in respect of the Company’s written requests for distributions pursuant same subject matter under the other agreement and the parties agree that they will not be able to Sections 1(i), 1(j), 1(k) or 1(l) hereofrecover both under this Access Agreement and the Master Agreement in respect of the same loss.

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 The amount of any agreement Claim indemnifiable by an Indemnitor pursuant to Section 10.1 or document other than this Agreement 10.2 shall be reduced by the amount of any insurance proceeds resulting from the subject matter of such claim actually received by the Indemnitee in respect of such claim (net of any resulting increase in insurance premiums and that which is expressly set forth herein;any expenditures made in connection with obtaining such insurance recovery). (b) Take Neither Parent nor any action Seller shall be required to indemnify Buyer under Section 10.2 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 Claims arising out of the Trustee’s gross negligence, fraud any breach of any representation and warranty of any Seller contained in this Agreement or willful misconductany certificate thereof delivered pursuant hereto, and Buyer shall not be required to indemnify Sellers under Section 10.1 with respect to Claims arising out of any breach of any representation and warranty of Buyer contained in no event this Agreement or any certificate thereof delivered pursuant hereto, until the aggregate amount of all such Claims against Parent and the Sellers, or against Buyer, as the case may be, exceeds $250,000 (the “Indemnification Threshold”), in which case the indemnifying party or parties shall the Trustee only be liable for the selection amount of investments or for investment losses incurred thereon or for losses incurred as a result all Claims in excess of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction;Indemnification Threshold. (c) Institute From and after the Closing, Parent’s and Sellers’ collective aggregate liability to Buyer for Claims arising from this Agreement shall be limited to $10,000,000; provided, however, that such limitation shall not be applicable to: (i) Claims arising from any proceeding for Retained Liabilities or any liabilities arising from or relating to the collection determination of the EBS Percentages pursuant to Section 6.2; (ii) any breach of any principal representation and income arising fromwarranty of any Seller in Section 4.2, 4.19, 4.16 or 4.22, the first sentence of Section 4.7(d), Section 4.8(a), or institute, appear in or defend any proceeding certification thereof; (iii) the breach of any kind with respect to, any representation and warranty of the Property unless Parent contained herein or in any certification thereof; and until it (iv) any breach by any Seller or any Affiliate of any Seller of Section 6.9(b), 6.10 or any other covenant required to be performed after the Closing. From and after the Closing, Buyer’s liability to Sellers for Claims arising out of this Agreement shall have received instructions be limited to $10,000,000; provided, however, that such limitation shall not be applicable to: (i) Claims arising from any Assumed Liabilities; and (ii) any breach by Buyer of any covenant required to be performed after 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;Closing. (d) Refund any depreciation in principal From and after the Closing, each Seller’s individual aggregate liability to Buyer for Claims arising from this Agreement shall be limited to the product of any Property; (e) Assume such Seller’s EBS Percentage multiplied by $10,000,000; provided, however, that the authority of any person designated by the Company to give instructions hereunder such limitation shall not be continuing unless provided otherwise in such designation, applicable to: (i) Claims arising from any Retained Liabilities or unless any liabilities arising from or relating to the Company shall have delivered a written revocation determination of the EBS Percentages pursuant to Section 6.2; (ii) any breach of any representation and warranty of such authority to Seller in Section 4.2, 4.19, 4.16 or 4.22, the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by itfirst sentence of Section 4.7(d), Section 4.8(a), or any action suffered certification thereof; and (iii) any breach by it to be taken such Seller 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 Affiliate of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counselsuch Seller of Section 6.9(b), 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 accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company 6.10 or any other action taken by covenant required to be performed after the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofClosing.

Limitations of Liability. (a) The Trustee shall have no responsibility or Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to: (ai) Imply obligationscomply with the Schedule B, perform dutiesPart I—Requirements; (ii) eliminate, inquire with the Company’s written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or otherwise be subject to create the provisions of any agreement or document other than Mortgage covered by this Agreement and that which is expressly set forth herein;Commitment. (b) Take any action with respect The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Property, other than as directed in Section 1 hereof, and Proposed Insured. (d) The Company’s liability shall not exceed the Trustee shall have no liability to any third party except for liability arising out lesser of the TrusteeProposed Insured’s gross negligenceactual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, fraud or willful misconduct, and in if any. (f) In no event shall the Trustee Company be liable for obligated to issue the selection of investments or for investment losses incurred thereon or for losses incurred as a result Policy referred to in this Commitment unless all of the liquidation of any such investment prior Schedule B, Part I—Requirements have been met to its maturity date or the failure satisfaction of the Company to provide timely written investment instruction; (c) 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 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; (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) 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, 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 accuracy of the information contained in the Registration Statement; (h) Provide In 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 information returns with respect to the Trust Account with any localevent, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofliability is limited by the terms and provisions of the Policy.

Limitations of Liability. (A) The Trustee Seller shall have no responsibility exercise reasonable skill, care, and attention in the performance of Services. (B) Except as expressly set out in this Agreement, all warranties, conditions, and other terms whether express or liability toimplied by statute or common law are to the fullest extent permitted by law, excluded from this Agreement. (C) The Seller does not represent, warrant, or guarantee that: (a1) Imply obligationsAny Products recommended by the Seller to meet the Buyer’s requirements will satisfy those requirements. Rather, perform dutiesthese recommendations of Products by the Seller are in good faith only. (2) Any System and Services configured by the Seller acting on the Buyer’s behalf will be compliant with any particular standard, inquire regulation, legislation or otherwise be subject other. (D) Subject to clause 6(G) and to the provisions extent permitted by law, the Seller’s liability for breach of any agreement or document other than this Agreement and or any losses suffered by the Buyer shall be limited to the Seller’s re-performance or rectification of the Services, Product, System and or Platform provided, as applicable. (E) In the event clause 6(D) is unenforceable, or that it is the Seller seeking damages from the Buyer, and subject always to clause 6(F) and (G), each Parties’ respective liability shall be limited to the Fees paid by the Buyer to the Seller in the 12 months preceding the event which is expressly set forth hereingave rise to the claim. (F) Subject to clause 6(G), neither party shall be liable for consequential, special, or indirect losses or damages, loss of profits, cost of or procurement of a substitute service, loss of business, damage or depletion to goodwill, and or liquidated damages. (G) Nothing in this Agreement shall limit or exclude either party’s liability for: (1) death or personal injury resulting from negligence, fraud; (b2) 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 which may not be properly limited 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 instructionexcluded under applicable law; (c3) Institute any proceeding for the collection of any principal Buyer’s liability or obligation to pay all and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless Fees under this Agreement; and until it shall have received 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k4) Verify calculations, qualify the Buyer’s non-compliance (or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(kinfringement) or 1(lwith section 8 (Intellectual Property Rights) hereofof this Agreement.

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 ’s, or its representatives’, 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; (c) 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 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; (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) 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 ’s, or its representatives’, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), or 1(k) or 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 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 misconduct (in no event shall the Trustee be liable for the selection each case as finally determined by a court 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 instructioncompetent jurisdiction); (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), and 1(k) or 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) Imply obligations, perform duties, inquire or otherwise be subject Anything in this Agreement to the provisions contrary notwithstanding, the Managing Member does not guarantee the amount of PTCs or other Tax Benefits or any agreement outcome or document other than this Agreement and that which is expressly event (including the results set forth herein;in Base Case Model and the actual level of wind resource available at the Wind Farms at any time) or that the Company or any Project Company will in fact comply with any applicable legal or contractual obligation, and the Managing Member shall only be required to perform its duties and obligations hereunder (i) at all times in good faith and in a manner reasonably believed to be in the best interest of the Company and the Project Companies and (ii) in instances involving the direct or indirect construction, operation and management of the Wind Farms and/or the Company and/or the Project Companies, in accordance with the Prudent Operator Standard. (b) Take In respect of any action specific matter or circumstance requiring interpretation, application, or enforcement of any contract or agreement related to the business of the Company and Project Companies, the Managing Member may rely conclusively on the advice of legal counsel and/or qualified industry consultants or other advisors engaged to advise the Managing Member, the Company or any Project Company with respect to the Property, other than as directed in Section 1 hereof, and the Trustee such matter or circumstance. The Managing Member shall have no liability to the Company, any third party except Project Company or any Member in respect of any election made in good faith pursuant to Article 7. The Managing Member, in its capacity as the Managing Member, shall have no liability to the Company or to the other Members for liability arising out particular action taken, or decision not to act, taken with the written approval of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall Members required by this Agreement for such action (including actions under 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;Approved Budget). (c) Institute any proceeding for the collection of any principal and income arising fromNO MEMBER (INCLUDING THE MANAGING MEMBER) SHALL BE LIABLE (WHETHER IN CONTRACT, or instituteTORT, appear in or defend any proceeding of any kind with respect toSTRICT LIABILITY EQUITY, any of the Property unless and until it shall have received 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 OTHERWISE) FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING LOST PROFITS AND ANY OTHER DAMAGES WHICH CANNOT BE READILY ASCERTAINED AND QUANTIFIED, PROVIDED, TO THE EXTENT THERE IS A LOSS OR DISALLOWANCE OF OR INABILITY TO CLAIM PTCs AS A RESULT OF A BREACH OF A MEMBER’S DUTIES, REPRESENTATIONS OR COVENANTS SET FORTH IN THIS AGREEMENT, THE VALUE OF SUCH LOST PTCs SHALL NOT CONSTITUTE CONSEQUENTIAL DAMAGES, WHETHER OR NOT THE UNDERLYING LOSS OF PRODUCTION CONSTITUTES CONSEQUENTIAL DAMAGES FOR WHICH NO RECOVERY HEREUNDER IS PERMITTED. (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 designationTHE OBLIGATIONS OF THE MEMBERS UNDER THIS AGREEMENT ARE OBLIGATIONS OF THE MEMBERS ONLY, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by itAND NO RECOURSE FOR BREACH OF A MEMBER’S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE AVAILABLE AGAINST ANY OFFICER, or any action suffered by it to be taken or omittedDIRECTOR, in good faith and in the Trustee’s best judgmentMANAGER, except for the Trustee’s gross negligenceMEMBER, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any orderPARTNER, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofOR AFFILIATE OF THE MEMBER EXCEPT TO THE EXTENT SUCH PERSON HAS GUARANTEED THE MEMBER’S OBLIGATIONS HEREUNDER.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or and 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligationsNeither the Lenders, perform dutiesthe Bank Lenders, inquire the Owner Trustee, the Holders nor the Agent shall have any obligation or otherwise be subject duty to the provisions Lessee, to any other party hereto or to others with respect to the transactions contemplated hereby, except those obligations or duties of any agreement or document other than such parties expressly set forth in this Agreement and that which the other Operative Agreements, and neither the Lenders, the Bank Lenders, the Owner Trustee, the Holders nor the Agent shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limitation of the generality of the foregoing, under no circumstances whatsoever shall the Lenders, the Bank Lenders, the Holders or the Agent be liable to the Lessee or any other Person for any action or inaction on the part of the Owner Trustee in connection with the transactions contemplated herein, whether or not such action or inaction is expressly set forth herein;caused by willful misconduct or gross negligence of the Owner Trustee unless such action or inaction is at the direction of the Lenders, the Bank Lenders, the Holders or the Agent, as the case may be. (b) Take any action with respect It is expressly understood and agreed by and between the Owner Trustee, the Lessee, the Holders, the Lenders, the Bank Lenders and the Agent, and their respective successors and permitted assigns that, subject to the Propertyproviso contained in this Section 10.9(b), other than all representations, warranties and undertakings of the Owner Trustee hereunder shall be binding upon the Owner Trustee, only in its capacity as directed in Section 1 hereofthe Owner Trustee under the Trust Agreement, and (except as expressly provided herein) the Owner Trustee shall have no liability to not be liable in its individual capacity for any third party breach thereof, except for liability arising out of the Trustee’s its gross negligence, fraud negligence or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon breach of its covenants, representations and warranties contained herein, except to the extent covenanted or for losses incurred as a result made in its individual capacity; provided, however, that nothing in this Section 10.9(b) shall be construed to limit in scope or substance those representations and warranties of the liquidation of any such investment prior to Owner Trustee made expressly in its maturity date or the failure of the Company to provide timely written investment instruction; (c) 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 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; (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) 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 misconductindividual capacity set forth herein. The Trustee may rely conclusively and shall be protected term "Owner Trustee" as used 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 shall include 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 accuracy of the information contained in 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 information returns with respect to successor trustee under the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofAgreement.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 or its representative’s fraud, gross negligence, fraud negligence or willful misconduct, misconduct or willful and in no event shall the Trustee be liable for the selection material breach 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 instructionthis Agreement; (c) 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 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; (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) 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 or its representative’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 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 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, 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 accuracy of the information contained in the Registration StatementStatement or any other filings made by the Company with the SEC; (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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 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 1(l) 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) 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 or its representatives’ 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; (c) 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 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 and documented expenses incident thereto; (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) 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 or its representatives’ 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(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, 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; (c) 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(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 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 misconduct (in no event shall the Trustee be liable for the selection each case as finally determined by a court 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 instructioncompetent jurisdiction); (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 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) 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; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(land1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject The parties hereby agree that except to the provisions extent otherwise covered by Professional or General Liability insurance policies issued to or on behalf of any agreement or document other than CGI, CGI will only be liable for direct damages, as defined herein, sustained by Client as a result of CGI's breach of this Agreement whether such breach is the result of negligence, gross negligence or willful misconduct in the performance of the services provided in the Agreement and/or any Schedule or Statement of Work attached from time to time hereto and made a part hereof, provided however, that CGI will not be deemed to have been grossly negligent in connection with any action or any failure to take an action, taken at the direction of Client. For the purposes of this Agreement, direct damages are defined as those damages which is expressly set forth herein;usually, naturally and necessarily flow from a wrongful act or breach and are of a nature that the mere allegation of breach gives sufficient notice to the breaching party that they will result from that party's breach of this Agreement. Direct damages will include, by way of example only: additional operational expenses, remedial expenses, mitigation expenses, and cover damages. (b) Take In no event, except when covered by liability insurance, shall a party be liable for any action consequential, indirect, punitive, exemplary, incidental, multiple or special damages with respect to any breach of this agreement; provided, however, that this subsection will not limit the Property, other than amount of a Claim for indemnification (as directed in Section 1 hereof, and the Trustee shall have no liability opposed to any a Claim for damages) which is based on an amount paid by an Indemnitee to a third party except for liability arising out of the Trustee’s gross negligencethat contains consequential, fraud incidental, punitive, 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 special damages as a result component of such amount paid by the liquidation of any such investment prior Indemnitee to its maturity date or the failure of the Company to provide timely written investment instruction;third party. (c) Institute any proceeding Notwithstanding subsections (a) and (b) above, CGI's total liability 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 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; (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 damages shall not be continuing unless provided otherwise in such designation, or unless exceed the Company shall have delivered a written revocation greater of such authority either the amounts which were paid to CGI during the eighteen (18) month period prior to the Trustee; (f) The other parties hereto or event which is subject to anyone else for any action taken or omitted the claim or, if 18 monthly payments have not yet been received by itCGI, or any action suffered by it the total amount of those previously received payments plus those anticipated to be taken or omitted, in good faith and in made into 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 future until a total 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof18 monthly payments would have been received.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligationsThe liability of the Supplier, perform dutiesits Affiliates and their Third-party Providers to the Client under or in connection with this Agreement whether arising in contract, inquire misrepresentation, tort (including, without limitation, negligence) or otherwise be subject to the provisions of any agreement or document other than is as set out in this Agreement and that which is expressly set forth herein;Clause 13. (b) Take any action with respect Nothing in this Clause 13 limits the Supplier’s liability to the Property, other than as directed in Section 1 hereof, Client for: (1) death or personal injury caused by the negligence of that party; and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, (2) fraud or willful wilful 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;. (c) Institute The Supplier, its Affiliates and their Third-party Providers shall not be liable for any proceeding for damage whatsoever to property at 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 instructions Client’s premises resulting from the Company given as provided herein to do so installation, repair, maintenance, inspection or removal of Services, Equipment and facilities unless such damage is caused by the Company shall have advanced Supplier’s wilful misconduct or guaranteed to it funds sufficient to pay any expenses incident thereto;negligence. (d) Refund The Supplier, its Affiliates and their Third-party Providers shall not be liable for any depreciation in principal damages whatsoever associated with services, equipment or facilities that it does not furnish or for any act or omission of any Property;entity furnishing to the Client services, equipment or facilities used for or in connection with the Services. (e) Assume that The Supplier, its Affiliates and their Third-party Providers exercise no control over, and accept no responsibility for, the authority content of any person designated by information transmitted using 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 Services. Use of such authority to information is at the Trustee;Client’s own risk. The Client is solely responsible for maintaining the accuracy and integrity of its own data. (f) The other parties hereto or to anyone else for any action taken or omitted by itSupplier, or any action suffered by it to be taken or omitted, in good faith its Affiliates 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 their Third-party Providers shall not be bound by liable for any notice damages whatsoever due to the acts or demand, or any waiver, modification, termination or rescission of this Agreement or any omissions of the terms hereofClient, unless evidenced by a written instrument delivered to nor for any damages or liability for any errors, omissions, interruptions, malfunctions or delays in 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;Services. (g) Verify To the accuracy of the information contained fullest extent permitted by law and subject to Clause 14 (Indemnification), in the Registration Statement;event that the Supplier is determined to be liable to the Client for any cause of action arising out of or related to any Services provided under this Agreement, the Client expressly agrees that the Supplier’s aggregate liability, for any claims, damages or losses under all causes of action (“Claims”), will not exceed the greater of: (i) forty thousand pounds sterling (£40,000); or (ii) the fees paid and payable by the Client to the Supplier for the Services in question in the three (3) month period prior to the date such Claim arose, less all payments made of other Claims, subject to this limitation, under such Order Form. The foregoing limitations shall apply even if the Client’s remedies under this Agreement fail of their essential purpose. (h) Provide Notwithstanding anything to the contrary in this Agreement, in no event shall either party be liable for: (1) any assurance special, consequential, incidental, indirect, exemplary, or punitive loss or damage of any kind; or (2) for loss of profits, loss of goodwill, loss of revenue, business interruption or loss of programs, information or data, whether or not that any Business Combination entered into by party has been advised of the Company possibility of such loss or any other action taken by the Company is as contemplated by the Registration Statement;damage. (i) File information returns with respect Subject to Clause 14 (Indemnification), the Client must bring a Claim within one (1) year following the date on which the cause of action or Claim has accrued; provided, however, that this Clause 13(i) shall not in any way limit or restrict the Supplier’s ability to issue invoices for Charges relating to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to delivery of the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofServices.

Limitations of Liability. The Trustee shall have no responsibility If the licensee has complaints about Plantsoon®, the licensee must contact Treehatch bv in writing via ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ within fourteen (14) days after becoming aware of the defect. Treehatch is only bound by an obligation of means for the supply of Services. Treehatch will supply the Services in accordance with standard professional practice, with the care and diligence required from a supplier of similar services, without an obligation of results. Treehatch bv does not limit its liability or exclude its liability to: (a) Imply obligationsfor fraudulent intent, perform duties, inquire fraud or otherwise when the exclusion or limitation would not be subject permitted in accordance with applicable legislation or case law. Without prejudice to the mandatory statutory provisions or provisions of public order, any agreement claim against Treehatch bv will in any case lapse if the legal claim has not been filed within one year after the circumstance that gives or document other than this Agreement and could give rise to liability is discovered, or could reasonably have been discovered. The parties cannot be held liable for delays or defects in performance if these delays or defects are the result of facts or circumstances that which is expressly set forth herein; are independent of the will of either party, that are unforeseeable or cannot be avoided (b) Take any action with respect e.g. telecommunications problems). Such force majeure situations give the parties the right to request the Property, other than as directed in Section 1 hereofrevision or suspension, and in the Trustee shall have event of permanent force majeure, the dissolution of the agreement, upon first written request. In no liability event will we or our directors, employees, or agents be liable to you or any third party except for liability any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising out from your use of the Trustee’s gross negligenceservices, fraud even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the compensation paid to treehatch bv in the twelve (12) months preceding the claims. Certain us state laws and international laws do not allow limitations on implied warranties or willful misconductthe exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, 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; (c) 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 you may have received 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofadditional rights.

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; (b) Take take any action with respect to the Property, Trust Property (other than as directed in Section 1 hereofSections 4, 5 and 6), and the Trustee it shall have no liability to any third party except for liability arising out of the Trustee’s its own gross negligence, fraud bad faith 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; (cii) Institute institute any action, claim or proceeding for the collection of any principal and income arising from, or institute, appear in or defend any action, claim or proceeding of any kind with respect to, any of the Trust 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; (diii) Refund change the investment of any Trust Property, other than in compliance with Section 5; (iv) refund any depreciation in principal of any Trust Property; (ev) Assume assume that the authority of any person Person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, designation or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (fvi) The the other parties Party 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 bad faith 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; (gvii) Verify verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration StatementStatement unless an officer of the Trustee has actual knowledge thereof, written notice of such event shall have been sent to the Trustee or as otherwise required under Sections 4(a-h); (iviii) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepareprepare, execute and or file any tax reports, income or other tax returns and or pay any taxes with respect to any income generated by, and or activities relating to, to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and Company (including income tax obligations), except it being expressly understood that, as set forth in Section 4(f), if there is any income or other tax obligation relating to the Trust Account or the Trust Property, as determined 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 Trust Property in an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company pursuant to Section 1(j) hereofa Tax Disbursement Request Letter; or (kix) Verify verify calculations, qualify or otherwise approve the Company’s written Company requests for distributions pursuant to Sections 1(iSection 4(f), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The No Trustee shall have be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no responsibility implied covenants or liability to: (a) Imply obligationsobligations shall be read into this Agreement against such Trustee. No Trustee shall be liable for any reasonable error of judgment made in good faith in the performance of this Agreement. Notwithstanding anything to the contrary in this Agreement, perform duties, inquire or otherwise no Trustee shall be subject to any personal liability whatsoever in tort, contract, or otherwise, to any Beneficiary or any other Person in the provisions performance 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 Propertyby such Trustee, 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 knowingly and intentionally committed in bad faith. In addition to the foregoing: (a) No Trustee shall be liable to the Beneficiaries for the acts or omissions of an agent, employee, advisor or manager of the Trust appointed or employed by the Trustee hereunder, unless such acts or omissions are grossly negligent, fraudulent, or constitute willful misconduct knowingly and intentionally committed in bad faith, and such Trustee specifically directs the act of such Person, delegates the authority to such Person to act where such Trustee was under a duty not to delegate, does not use reasonable prudence in no event shall the Trustee be liable for the selection or retention of investments such Person, does not periodically review such person’s overall performance and compliance with the terms of such delegation, conceals the act or for investment losses incurred thereon omission of such Person, or for losses incurred neglects to take reasonable steps to redress any wrong committed by such Person when such Trustee is aware of such Person’s act or omission. (b) Except as otherwise provided in Section 4.4 and in the absence of bad faith on the part of a result Trustee, a Trustee may consult with legal counsel, auditors or other experts to be selected by it, and conclusively rely without liability, as to the truth of the liquidation statements and the correctness of the advice expressed by such experts, upon any certificates or advice furnished to such Trustee and conforming to the requirements of this Agreement; but in the case of any such investment prior certificates which are specifically required to its maturity date be furnished to the Trustee by any provision hereof, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the failure requirements of the Company to provide timely written investment instruction;this Agreement. (c) Institute In addition to any proceeding for limitation on the collection of any principal and income arising fromTrustee’s liability set forth in this Agreement or pursuant to applicable law, or institute, appear in or defend any proceeding of any kind no Trustee shall be liable with respect to, any of the Property unless and until it shall have received 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; (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) 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, by such Trustee in good faith in accordance with the terms 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 conditions of this Agreement or any and at the direction of Beneficiaries holding aggregate Units equal to at least two-thirds of the terms hereoftotal Units held by all Beneficiaries relating to the time, unless evidenced by a written instrument delivered method and place of conducting any proceeding for any remedy available to the Trustee, signed by the proper party or parties and, if the duties exercising any right or rights of power conferred upon the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofunder this Agreement.

Limitations of Liability. The Trustee (a) An Indemnifying Party shall have no responsibility liability under Sections 7.1(a)(i), 7.1(b)(i) or liability to: (a7.2(a)(i) Imply obligationsunless notice of a claim for indemnity, perform dutiesor notice of facts as to which an indemnifiable Loss is expected to be incurred, inquire or otherwise be subject shall have been given to the provisions Indemnifying Party before the expiration of the applicable representation or warranty pursuant to Section 9.1 of this Agreement. Notwithstanding any agreement or document other than provision contained in this Agreement, the Purchaser’s Indemnified Parties shall make no claim for indemnification under Section 7.1(b)(iii) unless and until the Purchaser’s Indemnified Parties shall have exhausted their remedies against ▇▇▇▇▇, Inc. and De Smet Ballestra North America, Inc. for breach of the ▇▇▇▇▇ Agreement and that which is expressly set forth herein;and/or the De Smet Agreement; provided, however, the Purchaser’s Indemnified Parties shall be reimbursed from the Escrow Fund for any Losses incurred by the Purchaser’s Indemnified Parties in pursuit of such remedies within thirty (30) days after request therefor to Members by the Purchaser’s Indemnified Parties. (b) Take Notwithstanding any action provision of this Article VII to the contrary, amounts owed by an Indemnifying Party to an Indemnified Party shall be reduced by the amount of any mitigating recovery or benefit an Indemnified Party shall have received or otherwise enjoyed with respect thereto from any amounts recovered by the Indemnified Party under any insurance policies, without regard to whether the Indemnified Party or another person paid the premiums therefor. If such a recovery is received by an Indemnified Party after it receives payment or other credit under this Agreement with respect to Indemnified Amounts, then a refund equal to the Propertyaggregate amount of such recovery shall be made promptly to the Indemnifying Party. (c) THE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF EACH INDEMNIFYING PARTY TO ANY INDEMNIFIED PARTY UNDER THIS AGREEMENT, other than as directed in Section 1 hereofAND THE SOLE AND EXCLUSIVE REMEDY OF ANY INDEMNIFIED PARTY AGAINST ANY INDEMNIFYING PARTY UNDER THIS AGREEMENT SHALL BE AS SET FORTH IN THIS ARTICLE VII AND SECTION 8.2; PROVIDED, and the Trustee HOWEVER, THAT THE LIMITATIONS SET FORTH IN THIS SECTION 7.4 SHALL NOT APPLY IN THE CASE OF FRAUD OR AN INTENTIONAL MISREPRESENTATION BY ANY INDEMNIFYING PARTY. TO THE EXTENT THAT ANY INDEMNIFIED PARTY HAS ANY LOSSES FOR WHICH IT MAY ASSERT ANY OTHER RIGHT TO INDEMNIFICATION, CONTRIBUTION OR RECOVERY FROM ANY INDEMNIFYING PARTY (WHETHER UNDER THIS AGREEMENT OR UNDER ANY COMMON LAW THEORY OR ANY LEGAL REQUIREMENT), EXCEPT FOR FRAUD OR INTENTIONAL MISREPRESENTATION, SUCH INDEMNIFYING PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO ASSERT SUCH RIGHT, AND SUCH PARTY AGREES TO CAUSE EACH OF ITS RESPECTIVE INDEMNIFIED PARTIES TO WAIVE, RELEASE AND AGREE NOT TO ASSERT SUCH RIGHT, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, WHETHER CONTRACT, EQUITY, TORT, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. (d) An Indemnifying Party shall have no liability to any third party an Indemnified Party under Section 7.1 or 7.2 hereof, except as provided in the proviso in the first sentence of Section 7.4(c), unless the aggregate amount of the Losses incurred by the Indemnified Party exceeds Five Hundred Thirty-seven Thousand U.S. Dollars (U.S. $537,000), and in such event the Indemnifying Party shall be required to pay (subject to the next sentence) the entire amount of all such Losses for liability arising which each Indemnifying Party is obligated to pay under this Article VII in an aggregate amount for Sellers or for the Purchaser and REG, as the case may be, not to exceed the amounts set forth in this Section 7.4(d). All indemnifiable Losses shall be paid or reimbursed out of the Trustee’s gross negligenceEscrow Fund first through the payment of cash and next through the surrender of Escrowed Stock (at a the value set forth in Section 1.2(f)); provided, fraud that any claim for indemnifiable Losses asserted against Bunge shall only be paid 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 reimbursed out of the liquidation Escrow Fund to the Purchaser’s Indemnified Parties up to the percentages of any such investment prior Escrowed Cash and Escrowed Stock which are apportioned to its maturity date or the failure of the Company to provide timely written investment instruction; (c) 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 instructions Bunge upon distribution from the Company given as provided herein in accordance with Section 1.2(c) and any claim for indemnifiable Losses asserted against BIG shall only be paid or reimbursed out of the Escrow Fund to do so the Purchaser’s Indemnified Parties up to the percentages of Escrowed Cash and Escrowed Stock which are apportioned to BIG upon distribution from the Company shall have advanced in accordance with Section 1.2(c). After the exhaustion of the Escrow Fund or guaranteed to it funds sufficient to pay upon the release of the Escrow Fund in accordance with the terms of the Escrow Agreement, any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated claim for indemnification by the Company Purchaser’s Indemnified Parties pursuant 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) 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 Article VII shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen satisfied by the Trustee, which counsel may be the Company’s counselapplicable Seller from REG Common Stock in value up to an aggregate amount for all Sellers of Five Million Dollars ($5,000,000), 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, with such REG Common Stock valued in good faith and accordance 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i1.2(f), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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, or its representative’s gross negligence, fraud 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; (c) 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 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; (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) 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, or its representative’s gross negligence, fraud 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 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 third party under this Agreement except for liability arising out of the Trustee’s ’s, or its representatives’, 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; (c) 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; (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) The other parties hereto 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 ’s, or its representatives’, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 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 third party under this Agreement except for liability arising out of the Trustee’s ’s, or its representatives’, 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; (c) 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 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; (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) The other parties hereto 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 ’s, or its representatives’, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability tofor: (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 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 third party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence 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; (cb) 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 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; (dc) Refund Refunding any depreciation in principal of any PropertyProperty invested in accordance with Section 1(c); (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) The other parties hereto or 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 exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence 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 reasonably 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 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, 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 accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (ig) File Filing information returns with respect to the Trust Account United States Internal Revenue Service and payee statements with any localthe Company, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;. (jh) PreparePreparing, execute executing and file filing tax reports, income or other tax returns and pay paying any taxes with respect to any income generated by, and activities relating to, to 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 obligationsobligations (it being expressly understood that, except pursuant as set forth in Section 2(a), if there is any income tax obligation relating to Section 1(j) hereof; orthe income of the Property in the Trust Account, then, only at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable tax authority), which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority. (ki) Verify Verifying calculations, qualify qualifying or otherwise approve the Company’s written approving Company requests for distributions pursuant to Sections 1(iSection 2(a) and 2(b), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee following limitation of liability shall have no responsibility apply solely to this Schedule 1. Notwithstanding anything to the contrary contained in this Schedule 1 or liability to: the Agreement, except for Synacor’s indemnity obligations under Section 9(a) of this Schedule 1 or breaches of confidentiality obligations: (a) Imply obligationsSynacor shall not be liable to Client, perform dutiesits agents, inquire affiliates, clients, or otherwise be subject to any other persons, for any lost profits or indirect, incidental, special, punitive, consequential or similar damages, even if advised in advance of the provisions possibility of any agreement or document other than this Agreement such damages, 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 will Synacor’s liability for any and all claims, in the Trustee be liable for aggregate, arising out of, relating to or in connection with the selection performance of investments or for investment losses incurred thereon or for losses incurred as a result of its obligations hereunder exceed [*] Notwithstanding anything to the liquidation of any such investment prior to its maturity date contrary contained in this Schedule 1 or the failure Agreement, except for Client’s indemnity obligations under Section 9(b) of the Company to provide timely written investment instruction; this Schedule 1 or breaches of confidentiality obligations: (ca) 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 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; (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 Client shall not be continuing unless provided otherwise in such designationliable to Synacor, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by itits agents, affiliates, clients, or any action suffered by it to be taken other persons, for any lost profits or omittedindirect, incidental, special, punitive, consequential or similar damages, even if advised in advance of the possibility of such damages, and (b) in no event will Client’s liability for any and all claims, in good faith and in the Trustee’s best judgmentaggregate, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if anyarising out of, relating to any interest income earned on or in connection with the Property; (j) 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, regardless performance of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.its obligations hereunder exceed [*] BUS_RE/5266520.1 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN CONFIDENTIAL TREATMENT REQUESTED EXHIBIT A TO SCHEDULE 1 [*] 11 BUS_RE/5266520.1 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [*] BUS_RE/5266520.1 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED EXHIBIT B TO SCHEDULE 1

Limitations of Liability. The Trustee shall have no responsibility IN NO EVENT WILL RBC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, LOSS OF DIGITAL ASSETS, OR USER CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ANY OF THE FOREGOING PARTIES HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. • Unsupported assets Any attempt to transfer any cryptocurrency or liability to: (a) Imply obligations, perform duties, inquire other digital or otherwise be subject to the provisions of any agreement or document other than this Agreement virtual assets that RBC technology does not support and that which is expressly set forth herein; (b) Take any action RBC does not formally recognize with respect to the PropertyPlatform (“Unsupported Assets”), other than as directed in Section 1 hereofwhether through forks, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligenceairdrops, fraud user error, layer protocols 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; (c) 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 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; (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) The other parties hereto or to anyone else for any action taken or omitted by itotherwise, or any action suffered by it to funds received via initial coin offering distributions, will be taken or omittednot accepted By RBC on behalf of any user, in good faith and in the Trustee’s best judgmentand, 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 subject to the truth and acceptability discretion of Rbc, you will not receive 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes Value with respect to any income generated bysuch Unsupported Assets. In the event that an Unsupported Asset is sent to the exchange by a third party or user, by error or otherwise, it is effectively lost to such third parties or users. Any such Unsupported Assets will be treated as property of Rbc and activities relating to, may be disposed of in accordance with policy. The exchange is not responsible for the Trust Accountrecovery or return of any Unsupported Asset sent by any third party or user, regardless of the intention of the person sending such Unsupported Asset or attempts by us to return such Unsupported Asset. we will not be responsible for or be required to attempt to recover or provide Value with respect to any Unsupported Assets sent to the platform, unless it decides to do so in its sole and absolute discretion. RBC reserves the right in its sole and absolute discretion to list or delist any Asset at any time. Should RBC de-list an Asset you hold such that it becomes an Unsupported Asset, we will make reasonable attempts prior to such de-listing to convert any such Asset into another supported Asset of RBC choosing at then-prevailing market rates, and credit you with the Value of the Unsupported Asset held, less cost of such conversion. If is RBC is unable to convert an Unsupported Asset into a supported Asset, whether due to legal or regulatory restrictions, the lack of an available market, or otherwise, you may lose the Value of such tax Unsupported Asset. • The information provided on the Site is payable not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Trust Account Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Service is intended for users who are at least 18 years old. You agree that by using the Site and the Service you are at least 18 years of age, or accessing the Service under the supervision of a parent or guardian, and you are legally able to enter into a contract. If you are a parent or legal guardian of a user under the age of 18 (or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(iage of legal majority), 1(j)you agree to be fully responsible for the acts or omissions of such user in relation to the Service. If you use the Service on behalf of another person or entity, 1(k(a) all references to “you” throughout the RBC will include that person or 1(lentity, (b) hereofyou represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. PLEASE NOTE: THE “DISPUTE RESOLUTION” SECTION OF THIS RBC CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND THE FOUNDATION ARE RESOLVED. BY ACCEPTING THIS RBC, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

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 or its representatives’ 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; (c) 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 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 and documented expenses incident thereto; (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) 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 or its representatives’ 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, 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 accuracy of the information contained in the Registration StatementStatements; (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 StatementStatements; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(k) hereof.

Limitations of Liability. The Trustee Escrow Agent 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 PropertyEscrow Funds, other than as directed in Section 1 hereofthis Agreement, and the Trustee Escrow Agent shall have no liability to any third party except for liability arising out of the TrusteeEscrow Agent’s gross negligence, fraud fraud, wilful misconduct 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 instructionbad faith; (c) 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 Escrow Funds unless and until it shall have received instructions from the Company Corporation given as provided herein to do so and the Company Corporation shall have indemnified and shall have advanced or guaranteed to it funds sufficient to pay any expenses incident incidental thereto; (d) Refund any depreciation in principal of any Propertythe Escrow Funds; (e) Assume that the authority of any person designated by the Company Corporation to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company Corporation shall have delivered a written revocation of such authority to the TrusteeEscrow Agent, and for greater certainty, the Escrow Agent may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper representative from the Corporation or the Underwriters, as specified in this Agreement and shall have no responsibility for determining the accuracy thereof; (f) 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 judgmentfaith, except for the TrusteeEscrow Agent’s gross negligence, fraud fraud, willful misconduct or willful misconductbad faith. The Trustee Escrow Agent 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 TrusteeEscrow Agent, which counsel may be the CompanyCorporation’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 Escrow Agent believes, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee Escrow Agent 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 TrusteeEscrow Agent, signed by the proper party or parties and, if the duties or rights of the Trustee Escrow Agent are affected, unless it shall give the Escrow Agent gives its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration StatementProspectus; (h) Provide any assurance that any Business Combination Qualifying Transaction entered into by the Company Corporation or any other action taken by the Company Corporation is as contemplated by the Registration StatementProspectus; (i) File information returns with respect to the Trust Escrow Account with any local, state provincial or federal taxing authority or provide periodic written statements do anything in connection with tax reporting other than to deliver the Company documenting the taxes payable by the Company, if any, relating to any required annual statement of interest income earned on the Propertyearned; (j) PrepareCompile, execute and file tax reportsprepare, income determine or other tax returns and pay any taxes with respect to any income generated 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, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify verify calculations, qualify or otherwise approve the CompanyCorporation’s written requests Written Instructions for distributions distributions, as applicable, pursuant to Sections 1(iSection 4(g), 1(jSection 4(h), 1(kSection 4(i) and/or Section 4(j), and shall not be responsible or 1(lliable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it (including, without limitation, the Escrow Funds), for the form or execution of such instruments, for the identity, authority or right of any person or party executing or depositing such Escrow Funds or for determining or compelling compliance therewith, and shall not otherwise be bound thereby; or (k) hereofTake notice of any default or to take any action with respect to such default involving any expense or liability relating to the Escrow Funds, unless notice in writing of such default is formally given to the Escrow Agent, and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or liability.

Limitations of Liability. The Trustee To the extent permitted by applicable law, Sections 11.1, 11.3 and 16 (for on-premises solutions only and, where applicable, for hybrid solutions) shall have no responsibility govern ROCHE's entire liability (including any liability for the acts or liability to: (aomissions of its subcontractors and any of its Affiliates) Imply obligations, perform duties, inquire or otherwise be subject to the provisions in respect of any agreement breach of this Agreement, any Purchase Order 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 hereofagreement, and the Trustee shall have no liability to any third party except for liability assurance, declaration or unlawful act or omission, including negligence, arising out of or in connection with the Trustee’s gross negligence, fraud or willful misconduct, and in no event Agreement. ROCHE shall the Trustee not be liable for the selection of investments or for investment losses incurred thereon or for losses incurred under any circumstances (whether as a result of negligence, breach of contract, misrepresentation or otherwise) for any economic losses, damages or expenses, whether as a direct, indirect or consequential damage (including, without prejudice to the liquidation of any such investment prior to its maturity date or the failure universality of the Company foregoing, loss of profit, interruption of operation, loss of goodwill or reputation) arising from or in any way connected with the Services, whether by the CUSTOMER or by third parties. Nothing in this Section 12 is intended to provide timely written investment instruction; limit or restrict ROCHE's liability for (ci) Institute personal injury or death resulting from negligence on the part of ROCHE, its employees and agents; or (ii) for fraud or fraudulent deception or for any proceeding other matter for which ▇▇▇▇▇ would be unlawful to exclude, limit or attempt to exclude or limit its liability. To the extent permitted by applicable law, ▇▇▇▇▇'▇ aggregate liability arising in any way in connection with this Agreement and any Purchase Order, whether for negligence or breach of contract or otherwise, shall be limited to the total value of the fees paid by the CUSTOMER during the last twelve (12) months preceding the event giving rise to the claim for the collection of any principal and income arising fromparticular IT solution, or institute, appear which in or defend any proceeding of any kind with respect to, any turn has given rise to the liability. The price of the Property unless and until it shall have received instructions from fees was calculated on the Company given basis that ROCHE excludes or limits its liability as provided herein to do so stipulated in the Agreement, and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume CUSTOMER agrees with this by ordering and guarantees that the authority of CUSTOMER shall insure or bear for itself any person designated by loss for which ROCHE has excluded or limited its liability in the Company to give instructions hereunder Agreement, and ROCHE shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority liable to the Trustee; (f) 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 misconductCUSTOMER. 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 respective liability 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofintentionally caused damage remains unaffected.

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 of, in connection with or resulting from the Trustee’s gross negligence, fraud fraud, willful misconduct or willful misconduct, and in no event shall the Trustee be liable for the selection breach 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 instructionthis Agreement; (c) 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 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; (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) The other parties hereto 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 judgmentjudgment in accordance with this Agreement, except for the Trustee’s gross negligence, fraud fraud, willful misconduct or willful misconductbreach of this Agreement. 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(k) hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability toNotwithstanding anything in this Agreement to the contrary: (a) Imply obligations, perform duties, inquire or otherwise be subject GSCAC shall give written notice to the provisions CEH within a reasonable period of time after becoming aware of any breach by any GSCAC Party of any representation, warranty, covenant, agreement or document other than obligation in this Agreement and that which is expressly set forth hereinAgreement; (b) Take any action with respect CEH shall give written notice 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 GSCAC within a reasonable period 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 time after becoming aware of any such investment prior to its maturity date breach by CEH of any representation, warranty, covenant, agreement or the failure of the Company to provide timely written investment instructionobligation in this Agreement; (c) Institute Neither CEH nor any proceeding of its Affiliates shall have any liability for any breach by CEH of this Agreement except CEH shall, subject to Section 10.01, be liable to GSCAC for all Losses incurred or suffered by a GSCAC Party as a result of (i) the collection willful and knowing failure of CEH to perform any covenant required by this Agreement to be performed or complied with by CEH at or before Closing (other than any failure by CEH to perform (or cause a Project Company to perform) any covenant in Section 6.03(a) to the extent such failure was necessary or advisable in connection with the operation, maintenance and management of the La Paloma Project or the Batesville Project in accordance with prudent industry practice and CEH complied with the provisions of Section 6.03(b)) if such failure, individually or together with other failures and/or breaches, would result in the failure of the closing condition set forth in Section 7.02 or (ii) any willful and knowing breach by CEH of any principal and income arising fromrepresentation or warranty of CEH contained in this Agreement if such breach, individually or institutetogether with other failures and/or breaches, appear would result in or defend any proceeding of any kind with respect to, any the failure of the Property unless and until it shall have received 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 theretoclosing condition set forth in Section 7.01; (d) Refund No GSCAC Party nor any depreciation in principal of their respective Affiliates shall have any liability for any breach by any GSCAC Party of this Agreement except the GSCAC Parties shall, subject to Section 10.01, be liable for all Losses incurred or suffered by CEH or any Project Company as a result of (i) the willful and knowing failure of any PropertyGSCAC Party to perform any covenant required by this Agreement to be performed or complied with by any GSCAC Party at or before Closing if such failure, individually or together with other failures and/or breaches, would result in the failure of the closing condition set forth in Section 8.02 or (ii) any willful and knowing breach by any GSCAC Party of any representation or warranty of a CEH Party contained in this Agreement if such breach, individually or together with other failures and/or breaches, would result in the failure of the closing condition set forth in Section 8.01; (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 CEH shall have delivered a written revocation no liability for any Losses that represent the cost of such authority to repairs, replacements or improvements which enhance the Trustee;value of the repaired, replaced or improved asset above its value on the Closing Date or which represent the cost of repair or replacement exceeding the lowest reasonable cost of repair or replacement; and (f) The other parties hereto the Parties agree that the requirement of any covenant, obligation or agreement of CEH herein or in any Transaction Document to anyone else for cause La Paloma Acquisition or La P▇▇▇▇▇ ▇▇▇▇▇ to take any action taken actions shall be limited to a requirement to use commercially reasonable efforts to cause such Person to perform such covenant, obligation or omitted by it, or any action suffered by it agreement subject 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 accordance 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofapplicable Law.

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; (c) 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; (d) Change the investment of any Property, other than in compliance with Section 1 hereof; (e) 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) 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 US-DOCS\119986558.5 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 accuracy of the information contained in the Registration Statement; (hi) 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; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l1(k) hereof.

Limitations of Liability. The Trustee 8.1 Patents, Copyrights, Trade Secrets, Other Proprietary Rights Each Party ("Indemnifying Party") shall have no responsibility defend, indemnify, and hold harmless the other Party ("Indemnified Party") from all claims, costs, damages, judgments, and attorney's fees resulting from or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions arising out of any agreement alleged and/or actual infringement or document other than violation of intellectual property rights in connection with the performance by the Indemnifying Party of its obligations under this Agreement ("Intellectual Property Rights"). The Indemnified Party shall promptly notify the Indemnifying Party in writing of the initiation of any such claims. In the event of any litigation, suit or other proceedings relating to or concerning such Intellectual Property Rights, the Indemnified Party shall permit the Indemnifying Party to assume the defense thereof, and that which is expressly set forth herein; (b) Take any action cooperate with the Indemnifying Party with respect to such defense. If the PropertyIndemnifying Party elects not to assume the defense, other than as directed in Section 1 hereofthe Indemnified Party shall have the right to seek, and have the Trustee shall have no liability to any third party except Indemnifying Party pay for liability arising out separate counsel representing the interests 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; (c) 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 toIndemnified Party. Further, any of the and all settlements regarding such Intellectual Property unless and until it shall have received 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; (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) 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 Rights shall be protected approved in acting upon any orderwriting by an authorized representative of Indemnified Party. THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 8.2 No Other Liability INDEPENDENT OF OR UNDER THE EXPRESS WARRANTIES CREATED UNDER THIS AGREEMENT, noticeIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, demandINCIDENTAL, certificateCONSEQUENTIAL, opinion or advice of counsel SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (including counsel chosen by the TrusteeINCLUDING THE POSSIBILITY OF NEGLIGENCE, which counsel may be the Company’s counselINTENTIONAL MISCONDUCT OR STRICT LIABILITY), statementOR OTHERWISE, instrumentEVEN IF THE ONE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisionsAND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofIT BEING ACKNOWLEDGED BY THE PARTIES THAT THIS LIMITATION OF LIABILITY IS ESSENTIAL CONSIDERATION FOR ENTERING INTO AND PERFORMANCE OF THIS AGREEMENT.

Limitations of Liability. (a) The Trustee shall have no responsibility or Company’s liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured's good faith reliance to: (ai) Imply obligationscomply with the Schedule B, perform dutiesPart I—Requirements; (ii) eliminate, inquire with the Company’s written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or otherwise be subject to create the provisions of any agreement or document other than Mortgage covered by this Agreement and that which is expressly set forth herein;Commitment. (b) Take any action with respect The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Property, other than as directed in Section 1 hereof, and Proposed Insured. (d) The Company’s liability shall not exceed the Trustee shall have no liability to any third party except for liability arising out lesser of the Trustee’s gross negligenceProposed Insured's actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, fraud or willful misconduct, and in if any. (f) In no event shall the Trustee Company be liable for obligated to issue the selection of investments or for investment losses incurred thereon or for losses incurred as a result Policy referred to in this Commitment unless all of the liquidation of any such investment prior Schedule B, Part I—Requirements have been met to its maturity date or the failure satisfaction of the Company to provide timely written investment instruction; (c) 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 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; (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) 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, 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 accuracy of the information contained in the Registration Statement; (h) Provide In 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 information returns with respect to the Trust Account with any localevent, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofliability is limited by the terms and provisions of the Policy.

Limitations of Liability. The Trustee shall have no responsibility (1) This Agreement does not limit or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of exclude 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 misconductfor death or injury arising by reason of our negligence. (2) Subject to all other provisions of this Agreement, we are liable to you to pay you your realised available profits and available unencumbered deposits. This is our entire liability to you. (3) You will indemnify us and keep us indemnified on demand in no event shall respect of all liabilities, costs, claims, damages and expenses of any nature whatsoever (present, future, contingent or otherwise and including legal fees) which we suffer or incur as a direct or indirect result of (i) a breach by you of your obligations under this Agreement, or (ii) us exercising our rights under this Agreement, (iii) the Trustee occurrence of any Default Event, or (iv) any error in any instruction given to us by any Authorised Third Party or acting on any instruction, which is, or appears to be, from an Authorised Third Party. (4) Subject to clause 19(5) we will not be liable liable: • for any loss, expense, cost or liability (together “loss”) suffered or incurred by you unless and to the selection of investments extent that such loss is suffered or for investment losses incurred thereon or for losses incurred as a result of the liquidation our negligence or wilful default; • for any indirect or consequential loss or damage (whether for loss of profit, loss of business or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in relation to this Agreement; or • for any loss suffered or incurred by you as a result of any error in any Order, instruction or information given by you or an authorised person, or as a result of us acting on any Order or instruction which is, or appears to be, from such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction;authorised person. (c5) Institute Nothing in this Agreement will exclude or restrict any proceeding for duty or liability owed by us to you under FSMA or FCA Rules, which will, in the collection event of any principal and income arising fromconflict, 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 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;prevail over this Agreement. (d6) 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) 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 If any of the terms hereofof this Agreement are found to be unenforceable or invalid, unless evidenced by a written instrument delivered to such unenforceability or invalidity will not affect any other part of this Agreement (or the Trustee, signed by the proper party or parties and, if the duties or rights remaining portion of the Trustee are affectedaffected part as the case may be), unless it shall give its prior written consent thereto;which will remain in full force and effect. (g7) Verify the accuracy You will not assign, transfer, charge or sub-contract any of the information contained in the Registration Statement;rights or liabilities hereunder. (h) Provide 8) We are entitled to assign, transfer, charge, sub-contract or deal in any assurance that manner with all or any Business Combination entered into of our rights and/or liabilities hereunder including by way of transfer of the same to an Associated Company or any other action taken by the Company is as contemplated by the Registration Statement;Trading Partner. (i9) File information returns Only our formally appointed directors who are registered with respect to Companies House can legally bind the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofcompany.

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; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect Subject to Section 8.2(c)(iv), the Trust Account with any local, state or federal taxing authority or provide periodic written statements right of Acquiror to be indemnified from the Company documenting Escrow Fund and the taxes payable by Contingent Payments pursuant to this Section 8 shall be the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute sole and file tax reports, income or other tax returns and pay any taxes exclusive remedy with respect to any income generated byinaccuracy of any representation or warranty of Target contained in, or any breach by Target of any covenant or agreement contained in, this Agreement, or otherwise in connection with the transactions contemplated by this Agreement. Subject to Section 8.2(c)(iv), no current or former stockholder, optionholder, director, officer, employee, Affiliate or advisor of Target or party to the Escrow Agreement shall have any personal or individual liability of any nature to Acquiror, the Surviving Corporation or any Affiliate of Acquiror or the Surviving Corporation with respect to any inaccuracy of any representation or warranty contained in, or any breach of, this Agreement, or otherwise in connection with the transactions contemplated by this Agreement. The parties acknowledge that *Confidential Treatment Requested. Omitted portions filed with the Commission. (A) except as set forth in the Letter of Transmittal, no current or former stockholder, director, officer, employee, Affiliate or advisor of Target or any party to the Escrow Agreement has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, (B) except as expressly provided in Section 2 or elsewhere in this Agreement, the Target Disclosure Schedule, the Target Determination and the Capitalization Certificate and other certificates delivered in connection with this Agreement and the consummation of the transactions contemplated hereby, Target has not made and is not making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, and activities relating to(C) except as expressly provided in Section 2 or elsewhere in this Agreement, the Trust AccountTarget Disclosure Schedule, regardless the Capitalization Certificate and other certificates delivered in connection with this Agreement and the consummation of whether the transactions contemplated hereby and the Letter of Transmittal, Acquiror is not relying and has not relied on any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (ii) Without limiting the effect of any other limitation contained in this Section 8, the indemnification provided for in this Section 8.2 shall not apply, and Acquiror shall not be entitled to exercise any indemnification rights under this Agreement, except to the extent that the aggregate amount of the Damages against which Acquiror would otherwise be entitled to be indemnified under this Section 8.2 exceeds $500,000 (the “Basket Amount”). If the aggregate amount of such tax is payable by Damages exceeds the Trust Account Basket Amount, then Acquiror shall, subject to the other limitations contained herein (including, without limitation, Section 9.3(a) hereof), be entitled to be indemnified from the Escrow Fund and the Contingent Payments only against the portion of such Damages in excess of the Basket Amount; provided, however, that the limitations set forth in this Section 8.2(c)(ii) shall not be applicable to any indemnification under this Section 8.2 with respect to (and Acquiror shall be entitled to be indemnified under this Section 8.2 for any and all Damages, irrespective of the Basket Amount, related to or arising, directly or indirectly, out of or in connection with) (A) any breach of any covenant or agreement of Target or any of its Subsidiaries set forth in this Agreement (a “Covenant Claim”), (B) any breach of those representations and warranties set forth in Section 2.6 or the CompanyCapitalization Certificate (a “Capitalization Claim”), (C) any breach of those representations and warranties set forth in Section 2.20, (D) any Fraud Claim (as defined in Section 8.2(c)(iv) below) or (E) any Specified Tax Claim or any breach of the representations and warranties set forth in Section 2.16 or of the covenants set forth in Section 4.1(m) or Section 5.13 (each a “Tax Claim”). (iii) Without limiting the effect of any other limitation contained in this Section 8, the indemnification provided for in this Section 8.2 shall not apply, and Acquiror shall not be entitled to exercise any indemnification rights under this Agreement, with respect to a Tax Claim, other than a Tax Claim related to or arising, directly or indirectly, out of or in connection with a Specified Tax Claim (each such Tax Claim other than a Specified Tax Claim, a “Restricted Tax Claim”), except to the extent that the aggregate amount of the Damages against which Acquiror would otherwise be entitled to be indemnified under this Section 8.2 with respect to all Restricted Tax Claims exceeds $50,000 (the “Tax Basket Amount”). If the aggregate amount of such Damages exceeds the Tax Basket Amount, then Acquiror shall, subject to the other limitations contained herein (including, but not limited towithout limitation, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve *Confidential Treatment Requested. Omitted portions filed with the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofCommission.

Limitations of Liability. The Trustee Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 15, shall have no responsibility for the actions or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions activities 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 Propertyparty, including other than as directed in Section 1 hereof, and the Trustee service providers. The Administrator shall have no liability to in respect of any third party except for liability arising out loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the TrusteeAdministrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator or its affiliates prior to the Administrator’s or its affiliates’ initial appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent such loss or damage is caused by or resulting from the failure to comply with its Standard of Care, gross negligence, fraud willful misconduct or willful misconductlack of good faith of the Administrator, and in no event its officers or employees. Neither the Administrator nor the Trust shall the Trustee be liable for the selection of investments any special, indirect, incidental, punitive 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; (c) Institute any proceeding for the collection of any principal and income arising fromconsequential damages, or instituteincluding lost profits, appear in or defend any proceeding of any kind with respect towhatsoever (including, without limitation, attorneys’ fees) under any of the Property unless and until it shall have received 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; (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) 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 provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper parties regardless of whether such damages were foreseeable or whether either party or parties and, if the duties or rights any entity had been advised of the Trustee are affectedpossibility of such damages. In any event, unless it shall give its prior written consent thereto; the Administrator’s cumulative liability for each calendar year (ga “Liability Period”) Verify the accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, under this Agreement regardless of whether such tax is the form of action or legal theory shall be limited to its total annual compensation earned and fees payable by hereunder during the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.preceding

Limitations of Liability. The Trustee Escrow Agent 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 PropertyEscrow Funds, other than as directed in Section 1 hereofthis Agreement, and the Trustee Escrow Agent shall have no liability to any third party except for liability arising out of the TrusteeEscrow Agent’s gross negligence, fraud fraud, wilful misconduct 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 instructionbad faith; (c) 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 Escrow Funds unless and until it shall have received instructions from the Company Corporation given as provided herein to do so and the Company Corporation shall have indemnified and shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Propertythe Escrow Funds; (e) Assume that the authority of any person designated by the Company Corporation to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company Corporation shall have delivered a written revocation of such authority to the TrusteeEscrow Agent, and for greater certainty, the Escrow Agent may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper representative from the Corporation, as specified in this Agreement and shall have no responsibility for determining the accuracy thereof; (f) 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 judgmentfaith, except for the TrusteeEscrow Agent’s gross negligence, fraud fraud, willful misconduct or willful misconductbad faith. The Trustee Escrow Agent 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 TrusteeEscrow Agent, which counsel may be the CompanyCorporation’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 Escrow Agent believes, in good faith and with reasonable carefaith, to be genuine and to be signed or presented by the proper person or persons. The Trustee Escrow Agent 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 TrusteeEscrow Agent, signed by the proper party or parties and, if the duties or rights of the Trustee Escrow Agent are affected, unless it shall give the Escrow Agent gives its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration StatementProspectus; (h) Provide any assurance that any Business Combination Qualifying Acquisition entered into by the Company Corporation or any other action taken by the Company Corporation is as contemplated by the Registration StatementProspectus; (i) File information returns with respect to the Trust Escrow Account with any local, state or provincial of federal taxing authority or provide periodic written statements do anything in connection with tax reporting other than to deliver the Company documenting the taxes payable by the Company, if any, relating to any required annual statement of interest income earned on the Propertyearned; (j) PrepareCompile, execute and file tax reportsprepare, income determine or other tax returns and pay any taxes with respect to any income generated 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, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify verify calculations, qualify or otherwise approve the CompanyCorporation’s written requests Written Instructions for distributions distributions, as applicable, pursuant to Sections 1(iSection 4(g), 1(jSection 4(h), 1(kSection 4(i) and/or Section 4(j), and shall not be responsible or 1(lliable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it (including, without limitation, the Escrow Funds), for the form or execution of such instruments, for the identity, authority or right of any person or party executing or depositing such Escrow Funds or for determining or compelling compliance therewith, and shall not otherwise be bound thereby; or (k) hereofTake notice of any default or to take any action with respect to such default involving any expense or liability relating to the Escrow Funds, unless notice in writing of such default is formally given to the Escrow Agent, and unless it is indemnified and funded, in a manner satisfactory to it, against such expense or liability.

Limitations of Liability. The Trustee (i) Subject to Section 8.2(c)(iii), the right of Acquiror to be indemnified from the Escrow Fund pursuant to this Section 8 shall be the sole and exclusive remedy with respect to any inaccuracy of any representation or warranty of Target contained in, or any breach by Target of, this Agreement, or otherwise in connection with the transactions contemplated by this Agreement. Subject to Section 8.2(c)(iii), no current or former stockholder, optionholder, director, officer, employee, affiliate or advisor of Target shall have any personal or individual liability of any nature to Acquiror, the Surviving Corporation or any affiliate of Acquiror or the Surviving Corporation with respect to any inaccuracy of any representation or warranty contained in, or any breach of, this Agreement or the Target Closing Certificate, or otherwise in connection with the transactions contemplated by this Agreement. The parties acknowledge that (A) no responsibility current or liability to:former stockholder, director, officer, employee, affiliate or advisor of Target has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, (B) except as expressly provided in Section 2, Target has not made and is not making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, and (C) except as expressly provided in Section 2, Acquiror is not relying and has not relied on any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (aii) Imply obligationsWithout limiting the effect of any other limitation contained in this Section 8, perform dutiesthe indemnification provided for in this Section 8.2 shall not apply, inquire and Acquiror shall not be entitled to exercise any indemnification rights under this Agreement: (A) with respect to any inaccuracy in any representation or warranty of Target set forth in Section 2 or the breach of any covenant by Target if the Damages relating to such inaccuracy or breach do not exceed $50,000; or (B) except to the extent that the aggregate amount of Damages relating to matters other than any claim for indemnification based on any inaccuracy in the CFO Certificate and against which Acquiror would otherwise be entitled to be indemnified under this Section 8.2 exceeds $1,500,000. If the aggregate amount of such Damages exceeds $1,500,000, then Acquiror shall, subject to the other limitations contained herein, be entitled to be indemnified from the Escrow Fund only against the portion of such Damages in excess of $1,500,000. Notwithstanding the foregoing, no claim for indemnification based on any inaccuracy in the CFO Certificate shall be subject to the provisions of any agreement such $50,000 or document other than this Agreement $1,500,000 exclusion, and that which is expressly set forth herein;Acquiror shall be entitled to indemnity therefor on a "first dollar" basis. (biii) Take Nothing in this Section 8.2(c) shall limit any action remedy Acquiror may have against any person for fraud under applicable tort laws or 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 breach by such person of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction; contractual obligations (c) 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 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; (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) 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 excluding obligations under this Agreement or any of the terms hereofEscrow Agreement) to which such person is subject, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, regardless of whether such tax is payable by the Trust Account or the Company, including, including but not limited toto any obligations not to compete with Target, franchise and income tax obligationsnot to disclose Target’s confidential information, except pursuant or to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant assign to Sections 1(i), 1(j), 1(k) or 1(l) hereofTarget certain intellectual property rights.

Limitations of Liability. The No Trustee shall have be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no responsibility implied covenants or liability to: (a) Imply obligationsobligations shall be read into this Agreement against such Trustee. No Trustee shall be liable for any reasonable error of judgment made in good faith in the performance of this Agreement. Notwithstanding anything to the contrary in this Agreement, perform duties, inquire or otherwise no Trustee shall be subject to any personal liability whatsoever in tort, contract, or otherwise, to any Beneficiary or any other Person in the provisions performance 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 Propertyby such Trustee, 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 knowingly and intentionally committed in bad faith. In addition to the foregoing: (a) No Trustee shall be liable to the Beneficiaries for the acts or omissions of an agent, employee, advisor or manager of the Trust appointed or employed by the Trustee hereunder, unless such acts or omissions are grossly negligent, fraudulent, or constitute willful misconduct knowingly and intentionally committed in bad faith, and such Trustee specifically directs the act of such Person, delegates the authority to such Person to act where such Trustee was under a duty not to delegate, does not use reasonable prudence in no event shall the Trustee be liable for the selection or retention of investments such Person, does not periodically review such person’s overall performance and compliance with the terms of such delegation, conceals the act or for investment losses incurred thereon omission of such Person, or for losses incurred neglects to take reasonable steps to redress any wrong committed by such Person when such Trustee is aware of such Person’s act or omission, (b) Except as otherwise provided in this Section and in the absence of bad faith on the part of a result Trustee, a Trustee may consult with legal counsel, auditors or other experts to be selected by it, and conclusively rely without liability, as to the truth of the liquidation of any such investment prior to its maturity date or statements and the failure correctness of the Company advice expressed by such experts, upon any certificates or advice furnished to provide timely written investment instruction;such Trustee and conforming to the requirements of this Agreement, and, (c) Institute In addition to any proceeding for limitation on the collection of any principal and income arising fromTrustee’s liability set forth in this Agreement or pursuant to applicable law, or institute, appear in or defend any proceeding of any kind no Trustee shall be liable with respect to, any of the Property unless and until it shall have received 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; (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) 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, by such Trustee in good faith in accordance with the terms 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 conditions of this Agreement or any and at the direction of Beneficiaries holding aggregate beneficial interests equal to at least one half of the terms hereoftotal beneficial interests of all Beneficiaries relating to the time, unless evidenced by a written instrument delivered method and place of conducting any proceeding for any remedy available to the Trustee, signed by the proper party or parties and, if the duties exercising any right or rights of power conferred upon the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofunder this Agreement.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply Perform any implied duties or 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 ’s, or its representatives’, gross negligence, fraud 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; (c) 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 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; (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) 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 ’s, or its representatives’, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;; ​ (j) 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, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, including franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee 10.1 Subject to the limitations in Section 10.2 below, the Parties agree to indemnify, defend, and hold the other Party, and its officers, employees, agents, representatives and independent contractors (each an “Indemnified Party”) harmless from and against any damages or Losses sought by a third party directly attributable to a material breach of Party’s obligations under this Agreement or that are found to be due to the Party’s negligence or willful misconduct. If any action or proceeding is brought against an Indemnified Party arising out of any occurrence described in this section, upon notice from the Indemnified Party the Seller shall, at its expense, defend such action or proceeding using legal counsel approved by the Indemnified Party which such approval shall have not be unreasonably withheld, conditioned, or delayed, and provided that no responsibility such action or liability to: (a) Imply obligationsproceeding shall be settled without the approval of the Indemnified Party which such approval shall not unreasonably withheld, perform dutiesconditioned, inquire or otherwise delayed. Notwithstanding the foregoing or anything contained herein to the contrary, ▇▇▇▇▇’s obligations to indemnify Seller pursuant to this Agreement shall be subject to the provisions limitations of any agreement Massachusetts law concerning a municipal entity’s authority to indemnify a person or document other than this Agreement and that which is expressly set forth herein;entity for the matters described above. (b) Take any action 10.2 Except for the Parties’ indemnity obligations under Section 10.1 above 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 claims, any breach of Section 12 or in the Trustee’s gross negligence, event of fraud or willful misconductmisconduct by an allegedly liable Party, and neither Party will be liable to the other Party for special, punitive, exemplary, indirect, incidental, or consequential damages arising from or out of this Agreement. The total liability of Seller to Buyer under this Agreement will in no event shall exceed the Trustee be liable for aggregate of all Payments made by Buyer under this Agreement during 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; preceding twelve (c12) Institute any proceeding for the collection of any principal and income arising frommonths; provided, or institutehowever, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received 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; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of foregoing limitation on Seller’s maximum liability does not apply with regard to any person designated claims related to property damage or personal injury caused 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) 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 TrusteeSeller’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconductmisconduct or Seller’s breach of Section 12. The Trustee may rely conclusively and Further, no claim under this Agreement shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen valid unless notice thereof is provided 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 claiming Party to the truth and acceptability of any information therein contained) which other Party during the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed Term 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 second anniversary 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 last day of the Trustee are affected, unless it shall give its prior written consent thereto;Term. (g) Verify 10.3 In the accuracy event of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company a Seller Default or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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 toa Buyer Default, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise non-defaulting Party shall take reasonable commercial efforts to minimize losses and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofdamages that it may incur.

Limitations of Liability. (a) The Trustee shall have no responsibility or to take (and shall have no liability tofor taking) any of the following actions: (a1) Imply obligationsIn its capacity as Trustee, perform duties, inquire or otherwise be subject to the provisions of any agreement or document (and no such obligations shall be implied), other than this Agreement and that which is expressly set forth herein; (b2) 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 its own bad faith, gross negligence, fraud negligence 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; (c3) 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; (d4) Change the investment of any Property, other than in compliance with Section 1(c); (5) Refund any depreciation in principal of any PropertyProperty for so long as the Property was held in the Trust Account in accordance with the terms of this Agreement; (e6) 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; (f7) 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; (8) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income 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 as set forth in Section 2(a), if there 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 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, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; (9) Pay or report any taxes on behalf of the Trust Account other than pursuant to Section 2(a); and (10) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a) or 2(b). (b) The Trustee shall not be liable for taking any actions in accordance with Section 4(a) above. Furthermore, the Trustee shall not be liable 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 misconductmisconduct and except in breach of the terms of this Agreement. 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 the Company’s 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. 9.7.1 To the extent that any Indemnitee has any liability to the Licensee or its Affiliates in contract, tort, or otherwise under or in connection with this Agreement, including any liability for breach of warranty, their liability shall be limited in accordance with the following provisions of this Clause 9.7. 9.7.2 The Trustee aggregate liability of the Indemnitees shall have be limited to one hundred thousand pounds (£100,000) sterling. 9.7.3 In no responsibility circumstances shall either Party or liability toany Indemnitee be liable for: (a) Imply obligations, perform duties, inquire any loss of profits (whether direct or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth hereinindirect); (b) Take any action with respect to the Property, loss of revenue (other than as directed in Section 1 hereofrevenue due under this Agreement), and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud business opportunity 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;goodwill; or (c) Institute any proceeding for the collection loss, damage, cost or expense of any principal and income arising fromnature that is of an indirect, special or consequential nature, in each case, which arises directly or indirectly from that Party’s breach or non- performance of this Agreement, 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 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; (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) 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 negligence 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 performance of this Agreement or from any liability arising in any other way out of the terms hereofsubject matter of this Agreement even if the Party bringing the claim has advised the other Party or the relevant Indemnitee of the possibility of those losses arising, unless evidenced by a or if such losses were within the contemplation of the Parties or the Indemnitee. 9.7.4 The relevant Indemnitee shall provide prompt written instrument delivered notice to the TrusteeLicensee of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon such notice and subject to confirming that the indemnity will apply, signed the Licensee shall have the right to assume the defence and settlement of such action or proceeding, provided that it shall not settle any action or proceeding without the Indemnitee’s written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (a) there is no finding or admission of any violation of applicable law or any violation of the rights of any Person by an Indemnitee, no requirement that the Indemnitee admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnitee and (B) the sole relief provided is monetary damages that are paid in full by the proper party Licensee and such settlement does not require the Indemnitee to take (or parties and, if refrain from taking) any action. The Indemnitee shall co-operate with the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained Licensee in the Registration Statement;defence of such claim. (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 information returns with respect 9.7.5 Nothing in this Agreement excludes either Party’s liability to the Trust Account with extent that it may not be so excluded under applicable law, including any localsuch liability for death or personal injury caused by that Party’s negligence, state or federal taxing authority liability for fraud or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereoffraudulent misrepresentation.

Limitations of Liability. (a) The Trustee shall have no responsibility or to take (and shall have no liability tofor taking) any of the following actions: (a1) Imply obligationsIn its capacity as Trustee, perform duties, inquire or otherwise be subject to the provisions of any agreement or document (and no such obligations shall be implied), other than this Agreement and that which is expressly set forth herein; (b2) 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 its own bad faith, gross negligence, fraud negligence 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; (c3) 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; (d4) Change the investment of any Property, other than in compliance with Section 1(c); (5) Refund any depreciation in principal of any PropertyProperty for so long as the Property was held in the Trust Account in accordance with the terms of this Agreement; (e6) 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; (f7) 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; (8) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income 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 as set forth in Section 2(a), if there 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 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, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; (9) Pay or report any taxes on behalf of the Trust Account other than pursuant to Section 2(a); and (10) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(d). (b) The Trustee shall not be liable for taking any actions in accordance with Section 4(a) above. Furthermore, the Trustee shall not be liable 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 misconductmisconduct and except in breach of the terms of this Agreement. 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 the Company’s 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 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 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 misconduct (in no event shall the Trustee be liable for the selection each case as finally determined by a court 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 instructioncompetent jurisdiction); (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 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)1. 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. 1 Subject to Trustee’s review. 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) 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; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns with respect The right of Acquiror to be indemnified from the Trust Account with any local, state or federal taxing authority or provide periodic written statements Escrow Fund pursuant to this Section 9 shall be the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute sole and file tax reports, income or other tax returns and pay any taxes exclusive remedy with respect to any income generated byinaccuracy of any representation or warranty of Target contained in, or any other breach by Target of, this Agreement or the Target Closing Certificate. Subject to Section 9.2(c)(iv), no current or former shareholder, director, officer, employee, affiliate or advisor of Target shall have any personal or individual liability of any nature to Acquiror, the Surviving Corporation or any affiliate of Acquiror or the Surviving Corporation with respect to any inaccuracy of any representation or warranty contained in, or any other breach of, this Agreement or the Target Closing Certificate. The parties acknowledge that (A) except as set forth in the Shareholder Agreements, no current or former stockholder, director, officer, employee, affiliate or advisor of Target has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, (B) except as expressly provided in Section 3 or in the Target Closing Certificate, Target has not made and is not making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, and activities relating to(C) except as expressly provided in Section 3, in the Target Closing Certificate and in the Shareholder Agreements, Acquiror is not relying and has not relied on, any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied. (ii) Without limiting the effect of any other limitation contained in this Section 9, the Trust Accountindemnification provided for in this Section 9.2 shall not apply, regardless of whether such tax is payable by the Trust Account or the Company, including, but and Acquiror shall not limited to, franchise and income tax obligationsbe entitled to exercise any indemnification rights under this Agreement, except pursuant to the extent that the aggregate amount of the Damages against which Acquiror would otherwise be entitled to be indemnified under this Section 1(j) hereof; or9.2 exceeds $1,000,000. If the aggregate amount of such Damages exceeds $1,000,000, then Acquiror shall, subject to the other limitations contained herein, be entitled to be indemnified from the Escrow Fund only against the portion of such Damages in excess of $250,000. (kiii) Verify calculationsWithout limiting the effect of any other limitation contained in this Section 9, qualify for purposes of this Agreement, no representation or otherwise approve warranty of Target shall be deemed to be or to have been inaccurate if: (A) Acquiror had specific knowledge, on or prior to the Company’s written requests date of this Agreement, of the inaccuracy of such representation or warranty; or (B) during the Pre-Closing Period, (1) Acquiror obtained specific knowledge of the inaccuracy of such representation or warranty, (2) such inaccuracy, considered together with all other inaccuracies of any representations or warranties of which Acquiror had specific knowledge, was of a nature that would have caused the condition set forth in Section 7.2(a) not to be satisfied and (3) Acquiror elected nonetheless to proceed with the Closing. (iv) Nothing in this Section 9.2(c) shall limit any remedy Acquiror may have against any person for distributions pursuant to Sections 1(i), 1(j), 1(k) fraud under applicable tort laws or 1(l) hereoffor breaches of representations and warranties in the Shareholder Agreements.

Limitations of Liability. The Trustee Depositary 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 not be liable for the selection of investments acts 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 omissions made by, or the failure insolvency of, any securities depository, clearing agency or settlement system. The Issuer shall not be liable to Owners or holders of the Company to provide timely written investment instruction; (c) Institute any proceeding interests in ADRs for the collection of acts or omissions made by, or the insolvency of, any principal securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and income shall incur no liability in connection with or arising from, or institute, appear in or defend any proceeding the insolvency of any kind with respect toCustodian that is not a branch or affiliate of JPMorgan Chase Bank, any of the Property unless and until it shall have received 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; (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 N.A. The Issuer shall not be continuing unless provided otherwise responsible for, and shall incur no liability to Owners or holders of interests in ADRs in connection with or arising from, the insolvency of any Custodian. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence, in each case on the part of the party so retained in connection with any such designation, sale or unless the Company shall have delivered a written revocation of such authority proposed sale. Notwithstanding anything to the Trustee; (f) 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 contrary contained in the Trustee’s best judgmentDeposit Agreement (including the Receipts), subject to the penultimate sentence of this Section 5.3, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except for to the Trustee’s gross negligence, extent that the Custodian has (i) committed fraud or willful misconductmisconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Trustee Depositary, its agents and the Issuer may rely conclusively and shall be protected in acting upon any order, written notice, demandrequest, certificatedirection, 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 instruction 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, believed by them to be genuine and to be signed have been signed, presented 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 given by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it parties. The Depositary shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company be under no obligation to inform Owners or any other action taken by Owners of an interest in any American Depositary Shares about the Company requirements of Israeli law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is as contemplated by cast or for the Registration Statement; (i) File information returns with effect of any such vote. The Depositary may rely upon instructions from the Issuer or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Issuer and its affiliates and in American Depositary Shares. Notwithstanding anything to the Trust Account contrary set forth in the Deposit Agreement or any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Owner(s), any Receipt(s) or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Issuer shall be liable for the failure by any Owner or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner's or beneficial owner's income tax liability. The Depositary and the Issuer shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners on account of their ownership of the American Depositary Receipts or American Depositary Shares. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Issuer for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Issuer. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any local, state matter arising wholly after the removal or federal taxing authority or provide periodic written statements to resignation of the Company documenting Depositary. Neither the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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 toDepositary, the Trust AccountIssuer nor any of their respective agents shall be liable to Owners or beneficial owners of interests in American Depositary Shares for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of whether the type of action in which such tax a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is payable intended by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) any provision hereof.

Limitations of Liability. The Trustee shall have no responsibility or liability toNotwithstanding anything herein to the contrary: (a) Imply obligationsFrom and after the Effective Time, 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 Company Stockholders shall have no liability to any third party Majority Stockholder Indemnified Parties or any Company Stockholder Indemnified Parties in respect of this Agreement except for as expressly provided in Section 10.2; provided, however, as of any time from and after the Effective Time, that the total amount of such liability arising out in the aggregate shall be limited to and shall not exceed the pro rata portion of the Trustee’s Merger Consideration that such Company Stockholder received under the terms of this Agreement (the “Cap”). For avoidance of doubt, the Cap shall not include the Escrowed Cash Consideration. Any and all Stock Consideration transferred by any Company Stockholder to the Majority Stockholder Indemnified Parties or the Company Stockholder Indemnified Parties for indemnification purposes under this Article X shall be valued on a per share basis at the Closing Sale Price of the Parent Common Stock on the Closing Date. (b) The gross negligence, fraud or willful misconduct, and in no event shall the Trustee amount with respect to a claim for indemnification for which Indemnifying Party may be liable for the selection of investments to a Stockholder Indemnified Person pursuant to this Article X shall be reduced by: (i) any insurance proceeds actually recovered by or for investment losses incurred thereon or for losses incurred as a result on behalf of the liquidation of any such investment prior to its maturity date or the failure Stockholder Indemnified Person on account of the Company indemnifiable Losses; (ii) any recoveries actually received by the Stockholder Indemnified Person from third parties pursuant to provide timely written investment instruction;indemnification or otherwise with respect thereto (net of cost of recovery); and (iii) any Tax benefit to such Person attributable to amounts indemnified against. (c) Institute From and after the Effective Time, the indemnification expressly provided in this Article X shall be the sole and exclusive remedy for any proceeding for breach of representation, warranty, covenant or agreement by the collection of any principal Company or the Company Stockholders under this Agreement, and income arising fromthe Parent, or instituteMerger Sub, appear in or defend any proceeding of any kind with respect toand Merger Sub LLC hereby waive, from and after the Effective Time, to the fullest extent permitted by Applicable Law, any and all other remedies. Notwithstanding anything to the contrary herein, the remedies and rights provided in Section 7.13 shall be the sole and exclusive recourse and remedy of the Property unless and until it shall have received instructions from the Company given as provided herein to do so Majority Stockholder Indemnified Parties and the Company shall have advanced Stockholder Indemnified Parties against the Company and the Company Stockholders in connection with, arising out of relating to any and all Losses that the Majority Stockholder Indemnified Parties and the Company Stockholder Indemnified Parties may suffer, sustain or guaranteed become subject to it funds sufficient from and after the Effective Time, in connection with, incident to, resulting from or arising out of or in any way relating to pay any expenses incident thereto;or by virtue of, directly or indirectly, to the Trademark Dispute, the Conflicting Trademark and the Conflicting Trademark Application. (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 Notwithstanding anything to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by itcontrary herein, 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 a Party seeking indemnification under this Agreement may not recover duplicative Losses in respect of a single set of facts or any circumstances under more than one representation, warranty, covenant or agreement in this Agreement even if such facts or circumstances would constitute a breach of the terms hereofmore than one representation, unless evidenced by a written instrument delivered to the Trusteewarranty, signed by the proper party covenant 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 accuracy of the information contained agreement in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofthis Agreement.

Limitations of Liability. 9.7.1 To the extent that any Indemnitee has any liability to the Licensee or its Affiliates in contract, tort, or otherwise under or in connection with this Agreement, including any liability for breach of warranty, their liability shall be limited in accordance with the following provisions of this Clause 9.7. 9.7.2 The Trustee aggregate liability of the Indemnitees shall have be limited to [****] pounds (£[****]) sterling. 9.7.3 In no responsibility circumstances shall either Party or liability toany Indemnitee be liable for: (a) Imply obligations, perform duties, inquire any loss of profits (whether direct or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth hereinindirect); (b) Take any action with respect to the Property, loss of revenue (other than as directed in Section 1 hereofrevenue due under this Agreement), and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud business opportunity 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;goodwill; or (c) Institute any proceeding for the collection loss, damage, cost or expense of any principal and income arising fromnature that is of an indirect, special or consequential nature, in each case, which arises directly or indirectly from that Party’s breach or non- performance of this Agreement, 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 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; (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) 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 negligence 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 performance of this Agreement or from any liability arising in any other way out of the terms hereofsubject matter of this Agreement even if the Party bringing the claim has advised the other Party or the relevant Indemnitee of the possibility of those losses arising, unless evidenced by a or if such losses were within the contemplation of the Parties or the Indemnitee. 9.7.4 The relevant Indemnitee shall provide prompt written instrument delivered notice to the TrusteeLicensee of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon such notice and subject to confirming that the indemnity will apply, signed the Licensee shall have the right to assume the defence and settlement of such action or proceeding, provided that it shall not settle any action or proceeding without the Indemnitee’s written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (a) there is no finding or admission of any violation of applicable law or any violation of the rights of any Person by an Indemnitee, no requirement that the Indemnitee admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnitee and (B) the sole relief provided is monetary damages that are paid in full by the proper party Licensee and such settlement does not require the Indemnitee to take (or parties and, if refrain from taking) any action. The Indemnitee shall co-operate with the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained Licensee in the Registration Statement;defence of such claim. (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 information returns with respect 9.7.5 Nothing in this Agreement excludes either Party’s liability to the Trust Account with extent that it may not be so excluded under applicable law, including any localsuch liability for death or personal injury caused by that Party’s negligence, state or federal taxing authority liability for fraud or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereoffraudulent misrepresentation.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise The Lender Collateral Agent shall not be subject liable to the Borrowers, ACFS, the Administrative Agent, any Lender, any Agent, any other Secured Party or any other Person with respect to any action taken or not taken by it in the performance of its obligations under this Agreement except to the extent of the Lender Collateral Agent's gross negligence or willful misconduct. The obligations of the Lender Collateral Agent shall be determined solely by the express provisions of any agreement this Agreement. No representation, warranty, covenant, agreement, obligation or document other than duty of the Lender Collateral Agent shall be implied with respect to this Agreement and that which is expressly set forth herein;or the Lender Collateral Agent's services hereunder. (b) Take The Lender Collateral Agent may conclusively rely, and shall be fully protected in acting or refraining from acting, upon and need not verify the accuracy of (i) any oral instructions from any persons the Lender Collateral Agent believes to be authorized to give such instructions, who shall only be, with respect to ACFS, the Borrowers, the Agents and the Administrative Agent, persons the Lender Collateral Agent believes in good faith to be duly authorized officers thereof, and (ii) any written instruction, notice, order, request, direction, certificate, opinion or other instrument or document believed by the Lender Collateral Agent to be genuine and to have been signed and presented by the proper party or parties. (c) The Lender Collateral Agent may consult with counsel nationally recognized in the area of commercial transactions with regard to legal questions arising out of or in connection with this Agreement, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Lender Collateral Agent in reasonable reliance, in good faith, and in accordance therewith; provided, however, that if the Required Lenders give written instructions to the Lender Collateral Agent or provide an opinion of counsel selected by them, which in either case conflicts with any such advice or opinion of counsel, then the Lender Collateral Agent shall follow such instructions of the Required Lenders (unless such written instructions violate the express terms of this Agreement, violate applicable law or subject the Lender Collateral Agent to liability) or such opinion of counsel selected by the Required Lenders, and shall be fully protected in acting or refraining to act thereon. Any such written instructions from the Required Lenders shall contain an indemnity satisfactory to the Lender Collateral Agent with respect to the Propertyinstructions given to the Lender Collateral Agent. (d) No provision of this Agreement shall require the Lender Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it is not assured to it. (e) The Lender Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, other than as directed in Section 1 hereofattorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the Trustee part of any agent, attorney, custodian or nominee so appointed. (f) Whenever in the administration of the provisions of this Agreement the Lender Collateral Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Lender Collateral Agent, be deemed to be conclusively proved and established by a certificate signed by an officer of any of ACFS, the Borrowers, the Agents and the Administrative Agent, as the case may be, and delivered to the Lender Collateral Agent and such certificate, in the absence of gross negligence or bad faith on the part of the Lender Collateral Agent, shall be full warrant to the Lender Collateral Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. (g) The Lender Collateral Agent shall have no liability obligation to invest and reinvest any third party except for liability arising out cash held in the Collateral Account in the absence of the Trustee’s gross negligence, fraud or willful misconduct, timely and in specific written investment direction from ACFS. In no event shall the Trustee Lender Collateral Agent be liable for the selection of investments or for investment losses incurred thereon or for thereon. The Lender Collateral Agent shall have no liability in respect of losses incurred as a result of the liquidation of any such investment prior to its stated maturity date or the failure of the Company ACFS to provide timely written investment instruction; (c) 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 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; (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) 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, 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 accuracy of the information contained in the Registration Statement;direction. (h) Provide any assurance that any Business Combination entered Any corporation into by which the Company Lender Collateral Agent may be merged or converted or with which it may be consolidated, or any other action taken corporation resulting from any merger, conversion or consolidation to which the Lender Collateral Agent shall be a party, or any corporation succeeding to the business of the Lender Collateral Agent shall be the successor of the Lender Collateral Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the Company is as contemplated by the Registration Statement;contrary notwithstanding. (i) File information returns Notwithstanding anything herein or in the Transaction Documents to the contrary, in no event shall the Lender Collateral Agent have any obligation or liability in respect of the monitoring or maintenance of the perfection of any security interest evidenced hereby or for the filing or refiling or recording or rerecording of any financing or continuation statements in respect of any such security interest except if the Lender Collateral Agent fails to comply with its obligations under Section 5(d)(2) with respect to the Trust Account with any local, state financing or federal taxing authority continuation statement which any Agent or provide periodic written statements Lender expressly requests that it file pursuant to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;terms thereof. (j) Prepare, execute and file tax reports, income The Lender Collateral Agent shall not be deemed to have notice of any Event of Early Termination or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, Event of Default unless an Authorized Officer of the Trust Account, regardless Lender Collateral Agent is specifically notified in writing of whether such tax is payable event by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofan Agent.

Limitations of Liability. The Trustee 12.1 In no event shall Sony or its suppliers be liable for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect special, incidental or consequential) arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.2 In no event shall Sony or its suppliers be liable for any indirect, special, incidental or consequential loss or damage of any kind arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.3 Publisher acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Publisher shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions remedy in respect of any agreement representation (whether written or document other than oral) made to it upon which it relied in entering into 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 Sony shall have no liability to Publisher other than pursuant to the express terms of this Agreement. 12.4 Except as expressly set forth herein, no Sony entity, nor any of their respective directors, officers, employees or agents, shall bear any risk, or have any responsibility or liability, of any kind to Publisher or to any third party except parties with respect to the functionality and/or performance of Licensed Products. 12.5 In no event shall Sony's liability arising under or in connection with this Agreement, or any collateral contract, exceed the Platform Charge paid by Publisher under Clause 7 within the 2 (two) years prior to the date of the first occurrence of the event or circumstances giving rise to such liability. 12.6 In no event shall Publisher be liable to SCEE for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect, special, incidental or consequential) arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by Publisher), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise, provided that Publisher expressly agrees that such limitations shall not apply to damages resulting from Publisher's breach of Clauses 2, 3, 4, 7, 9 or 11.2 of this Agreement. 12.7 Subject as expressly provided in Clauses 10.1 and 10. 2, no Sony entity nor its suppliers make, nor does Publisher receive, any warranties (express, implied or statutory) regarding the Sony Materials and/or units of Manufactured Materials manufactured hereunder. Sony shall not be liable for any injury, loss or damage, direct or consequential, arising out of the Trustee’s gross negligenceuse of, fraud or willful misconductinability to use, and in no event shall such units of Manufactured Materials. Without limiting the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result generality of the liquidation foregoing, any warranties, conditions or other terms implied by statute or common law (including as to merchantability, satisfactory quality and/or fitness for a particular purpose and the equivalents thereof under the laws of any such investment prior jurisdiction) are excluded to its maturity date the fullest extent permitted by applicable law. 12.8 Nothing in this Agreement shall exclude or limit Sony's liability in relation to claims arising from deceit, the failure of the Company to provide timely written investment instruction; (c) Institute any proceeding for the collection of any principal and income arising from, injury 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 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; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority death of any person designated by resulting from 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 proven negligence of such authority to the Trustee; (f) 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, 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 accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company Sony or any other action taken liability which may not be excluded or limited by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofapplicable law.

Limitations of Liability. The Trustee shall have no responsibility or Except for liability to:on the part of the Owner which is expressly provided for in the Contract (including these clauses): (a) Imply obligationsthe Owner shall have no liability or responsibility for any loss, perform duties, inquire or otherwise be subject damage of whatever nature due to the provisions of or arising through any agreement or document other than this Agreement and that which is expressly set forth hereincause beyond his reasonable control; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee Owner shall have no liability or responsibility, whether by way of indemnity or by reason of any breach of the Contract, breach of statutory duty or misrepresentation or by reason of the commission of any tort (including but not limited to negligence) in connection with the hire, for any of the Hirer’s loss of profit, loss of use of the Plant or any other asset or facility, loss of production or productivity, loss of contracts with any third party, liabilities of whatever nature to any third party party, and / or any other financial or economic loss or indirect or consequential loss or damage of whatever nature; and (c) whenever the Contract (including these clauses) provides that any allowance is to be made against hire charges, such allowance shall be the Hirer’s sole and exclusive remedy in respect of the circumstances giving rise to the allowance, and such remedy shall be limited to the amount of hire charges which would otherwise be or become due if the allowance in question had not been made. (d) For the avoidance of doubt, nothing in these conditions limits or seeks to exclude the Owner’s liability for claims of death or personal injury caused by the Owner’s negligence, fraud or for any other liability for which it is not permitted to seek to limit or exclude by operation of law. (a) For the avoidance of doubt it is hereby declared and agreed that nothing in this clause affects the operation of clauses 4, 5, 8 and 9 of these conditions. (b) For the duration of the Hire Period (which for the avoidance of doubt includes the time Plant is left on site during a Holiday Period) the Hirer shall, subject to the provisions referred to in sub paragraph (a) make good to the Owner all loss of or damage to the Plant from whatever cause the same may arise, fair wear and tear excepted, and except as provided in clause 9 herein, and shall also fully and completely indemnify the Owner and any personnel supplied by the Owner in respect of all claims by any person whatsoever for liability injury to person or property caused by or in connection with or arising out of the Trustee’s gross negligencestorage, fraud transit, transport, unloading, loading or willful misconductuse of the Plant during the continuance of the Hire Period, and in no connection therewith, whether arising under statute or common law. In the event of loss of or damage to the Plant, hire charges shall be continued at idle time rates as defined in clause 25 until the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result settlement has been agreed. Payment of the liquidation of any such investment prior to its maturity date or the failure settlement must be made within 21 calendar days of the Company to provide timely written investment instruction;date of the agreement or idle time charges can be reinstated from the date of that agreement. Should idle time charges be re- instated, the agreed settlement figure remains payable in full. (c) Institute any proceeding for Notwithstanding 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 above the Property unless and until it shall have received 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; (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 Hirer shall not be continuing unless provided otherwise in such designationresponsible for damage, loss or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) 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, 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 accuracy of the information contained in 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;injury: (i) File information returns with respect prior to delivery of any Plant to the Trust Account with site (or, where the site is not immediately adjacent to a highway maintainable at the public expense, prior to its leaving such highway) where the Plant is in transit by transport of the Owner or as otherwise arranged by the Owner, (ii) during the erection and / or dismantling of any localPlant where such Plant requires to be completely erected / dismantled on site, state provided always that such erection / dismantling is under the exclusive control of the Owner or federal taxing authority his agent, (iii) after the Plant has been removed from the site and is in transit on a highway maintainable at the public expense (or provide periodic written statements where the site is not immediately adjacent to a highway maintainable at the public expense after it has joined such highway) to the Company documenting Owner by transport of the taxes payable Owner or as otherwise arranged by the Company, if any, relating to any interest income earned on the Property;Owner, (jiv) Preparewhere the Plant is travelling to or from a site on a highway maintainable at the public expense (or, execute and file tax reportswhere the site is not immediately adjacent to a highway maintainable at the public expense, income prior to its leaving or other tax returns and pay any taxes after its joining such highway) under its own power with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable a driver supplied by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofOwner.

Limitations of Liability. The Trustee Applicant’s obligations under this Agreement (“the Obligations”) shall have no responsibility or liability to: (a) Imply obligationsbe unqualified, perform duties, inquire or otherwise be subject to irrevocable and payable in the provisions manner and method provided for under this Agreement irrespective of any agreement one 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 more of the Trustee’s gross negligencefollowing circumstances: any lack of validity or enforceability of this Agreement, 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; (c) Institute any proceeding for the collection of any principal and income arising fromCredit, or instituteany other agreement, appear application, amendment, guarantee, document, or instrument relating thereto, any change in the time, manner of place of payment of or defend in any proceeding other term of any kind with respect to, all or any of the Obligations of the Applicant or the obligations of any person or entity that guarantees the Obligations, the existence of any claim, set-off, defence or other right that the Applicant may have at any time against any beneficiary or any transferee of the Credit (or any person or entity for whom any such beneficiary or transferee may be acting), >>><<<x or any other person or entity, whether in connection with any transaction contemplated by this Agreement or any unrelated transaction, or any claim by >>><<<x or the Applicant against the beneficiary of the Credit for breach of warranty. any exchange, release or non-perfection of any Property (as hereafter defined) or other collateral, or release or amendment or waiver of or consent to depart from the terms of any guarantee or security agreement, for all or any of the Obligations, any Draft, or other document presented by the Applicant under the Credit being forged, fraudulent, invalid, or insufficient or any statement therein being untrue or inaccurate, any failure by >>><<<x to issue the Credit, or any amendment, as requested, unless and until it >>><<<x receives written notice from the Applicant of such error within three business days after Applicant shall have received instructions from a copy of the Company given as provided herein to do so and the Company shall have advanced Credit (or guaranteed to it funds sufficient to pay any expenses incident thereto; (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) 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 counselamendment), statementany previous Obligation, instrumentwhether or not paid, report arising from >>><<<x’s payment against any Draft, certificate or other paper or document (not only as to which after the exercise by >>><<<x of due care and diligence appeared on 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 face to be signed or presented by the proper person party but was in fact signed or personspresented by a party posing as the proper party, any action or inaction taken or suffered by >>><<<x or any of its correspondents in connection with the Credit or any relevant Draft, certificate, other document or Property, if taken in good faith (i.e. honesty in fact in the conduct of transaction concerned, “Good Faith”) and in conformity with applicable Kenyan or foreign law or letter of credit practices. The Trustee Without limiting any other provision of this Agreement, >>><<<x and any of its correspondents: may rely upon any oral, telephonic, telegraphic, facsimile, written or other communication believed in Good Faith to have been authorised by the Applicant, whether or not given or signed by an authorised person, shall not be bound responsible for errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document in connection with the Credit, whether transmitted by courier, mail, telex, any notice other telecommunication, or demandotherwise arising out of circumstances reasonably beyond its control whether or not they be in cipher, or for errors in interpretation of technical terms or in translation (and >>><<<x and its correspondents may transmit Credit terms without translating them), shall not be responsible for the identity or authority or any signer or the form, accuracy, genuineness, falsification or legal effect of any Draft, certificate or other document presented under the Credit if such Draft, certificate or other document on its face appears to be in accordance with the terms and conditions of the Credit, shall not be responsible for any acts or omissions by or the solvency of the beneficiary of the Credit or any other person or entity having any role in any transaction underlying the Credit, may accept or pay as complying with the terms and conditions of the Credit any Draft, certificate or other document appearing on its face to comply with the terms and conditions of the Credit, to be signed or presented by or issued to any successor of the beneficiary or any other person in whose name the Credit requires or authorizes that any Draft, certificate or other document be signed, presented or issued, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any waiverother person or entity purporting to act as the representative of or in place of any of the foregoing, modificationor to have been signed, termination presented or rescission issued after a change of name of the beneficiary, may disregard any requirement stated in the Credit that any Draft, certificate or other document be presented to it at a particular hour or place and any discrepancies that do not reduce the value of the beneficiary’s performance to the Applicant in any transaction underlying the Credit, may accept as a Draft any written or electronic demand or other request for payment under the Credit, even if such demand or other request is not in the form of a negotiable draft, shall not be responsible for the effectiveness or suitability of the Credit for the Applicant’s purpose, or be regarded as the drafter of the Credit regardless of any assistance that >>><<<x may, in its discretion, provide to the Applicant in preparing the text of the Credit or amendments thereto, shall not be liable to the Applicant for any consequential or special damages, or for any damages resulting from any change in the value of any foreign currency, services or goods or other property covered by the Credit, may assert or waive application of UCP (as defined below) Articles 17 (force majeure) and 45 (hours of presentation) and all other UCP articles primarily benefiting bank issuers, may honor a previously dishonoured presentation under the Credit, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonoured, or otherwise, and shall be entitled to reimbursement to the same extent as if it had initially honoured plus reimbursement of any interest paid by it, may honor, upon receipt, any drawing that is payable upon presentation of a statement advising negotiation or payment, even if such statement indicates that a Draft, certificate or other document is being separately delivered, and shall not be liable for any failure of any Draft, certificate or document to arrive or to conform in any way with the Draft, certificate or other document referred to in the statement or any underlying contract, and may pay any paying or negotiating bank designated or permitted by the terms of the Credit claiming that it rightfully honored under the laws or practices of the place where it is located. None of the circumstances described in this Agreement section shall place >>><<<x or any of the terms hereof, unless evidenced by a written instrument delivered its correspondents under any resulting liability 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofApplicant.

Limitations of Liability. The Trustee 12.1 In no event shall Sony or its suppliers be liable for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect special, incidental or consequential) arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.2 In no event shall Sony or its suppliers be liable for any indirect, special, incidental or consequential loss or damage of any kind arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.3 Publisher acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Publisher shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions remedy in respect of any agreement representation (whether written or document other than oral) made to it upon which it relied in entering into 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 Sony shall have no liability to Publisher other than pursuant to the express terms of this Agreement. 12.4 Except as expressly set forth herein, no Sony entity, nor any of their respective directors, officers, employees or agents, shall bear any risk, or have any responsibility or liability, of any kind to Publisher or to any third party except parties with respect to the functionality and/or performance of Licensed Products. 12.5 In no event shall Sony’s liability arising under or in connection with this Agreement, or any collateral contract, exceed [***] within the [***] to the date of the first occurrence of the event or circumstances giving rise to such liability. 12.6 In no event shall Publisher be liable to SCEE for liability loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect, special, incidental or consequential) 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; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind connection with respect to, any of the Property unless and until it shall have received 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; (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) 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 collateral contract (including without limitation the breach of this Agreement by Publisher), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise, provided that Publisher expressly agrees that such limitations shall not apply to damages resulting from Publisher’s breach of Clauses 2, 3, 4, 7, 9 or 11.2 of this Agreement. 12.7 [***] 12.8 Nothing in this Agreement shall exclude or limit Sony’s liability in relation to claims arising from deceit, the terms hereof, unless evidenced by a written instrument delivered to injury or death of any person resulting from the Trustee, signed by the proper party or parties and, if the duties or rights proven negligence of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company Sony or any other action taken liability which may not be excluded or limited by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofapplicable law.

Limitations of Liability. The Trustee Applicant’s obligations under this Agreement (“the Obligations”) shall have no responsibility or liability to: (a) Imply obligationsbe unqualified, perform duties, inquire or otherwise be subject to irrevocable and payable in the provisions manner and method provided for under this Agreement irrespective of any agreement one 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 more of the Trustee’s gross negligencefollowing circumstances: any lack of validity or enforceability of this Agreement, 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; (c) Institute any proceeding for the collection of any principal and income arising fromCredit, or instituteany other agreement, appear application, amendment, guarantee, document, or instrument relating thereto, any change in the time, manner of place of payment of or defend in any proceeding other term of any kind with respect to, all or any of the Obligations of the Applicant or the obligations of any person or entity that guarantees the Obligations, the existence of any claim, set-off, defence or other right that the Applicant may have at any time against any beneficiary or any transferee of the Credit (or any person or entity for whom any such beneficiary or transferee may be acting), Xxxxx or any other person or entity, whether in connection with any transaction contemplated by this Agreement or any unrelated transaction, or any claim by Xxxxx or the Applicant against the beneficiary of the Credit for breach of warranty. any exchange, release or non-perfection of any Property (as hereafter defined) or other collateral, or release or amendment or waiver of or consent to depart from the terms of any guarantee or security agreement, for all or any of the Obligations, any Draft, or other document presented by the Applicant under the Credit being forged, fraudulent, invalid, or insufficient or any statement therein being untrue or inaccurate, any failure by Xxxxx to issue the Credit, or any amendment, as requested, unless and until it Xxxxx receives written notice from the Applicant of such error within three business days after Applicant shall have received instructions from a copy of the Company given as provided herein to do so and the Company shall have advanced Credit (or guaranteed to it funds sufficient to pay any expenses incident thereto; (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) 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 counselamendment), statementany previous Obligation, instrumentwhether or not paid, report arising from Xxxxx’s payment against any Draft, certificate or other paper or document (not only as to which after the exercise by Xxxxx of due care and diligence appeared on 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 face to be signed or presented by the proper person party but was in fact signed or personspresented by a party posing as the proper party, any action or inaction taken or suffered by Xxxxx or any of its correspondents in connection with the Credit or any relevant Draft, certificate, other document or Property, if taken in good faith (i.e. honesty in fact in the conduct of transaction concerned, “Good Faith”) and in conformity with applicable Kenyan or foreign law or letter of credit practices. The Trustee Without limiting any other provision of this Agreement, Xxxxx and any of its correspondents: may rely upon any oral, telephonic, telegraphic, facsimile, written or other communication believed in Good Faith to have been authorised by the Applicant, whether or not given or signed by an authorised person, shall not be bound responsible for errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document in connection with the Credit, whether transmitted by courier, mail, telex, any notice other telecommunication, or demandotherwise arising out of circumstances reasonably beyond its control whether or not they be in cipher, or for errors in interpretation of technical terms or in translation (and Xxxxx and its correspondents may transmit Credit terms without translating them), shall not be responsible for the identity or authority or any signer or the form, accuracy, genuineness, falsification or legal effect of any Draft, certificate or other document presented under the Credit if such Draft, certificate or other document on its face appears to be in accordance with the terms and conditions of the Credit, shall not be responsible for any acts or omissions by or the solvency of the beneficiary of the Credit or any other person or entity having any role in any transaction underlying the Credit, may accept or pay as complying with the terms and conditions of the Credit any Draft, certificate or other document appearing on its face to comply with the terms and conditions of the Credit, to be signed or presented by or issued to any successor of the beneficiary or any other person in whose name the Credit requires or authorizes that any Draft, certificate or other document be signed, presented or issued, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any waiverother person or entity purporting to act as the representative of or in place of any of the foregoing, modificationor to have been signed, termination presented or rescission issued after a change of name of the beneficiary, ▇▇▇ ▇▇▇▇▇▇▇▇▇ any requirement stated in the Credit that any Draft, certificate or other document be presented to it at a particular hour or place and any discrepancies that do not reduce the value of the beneficiary’s performance to the Applicant in any transaction underlying the Credit, may accept as a Draft any written or electronic demand or other request for payment under the Credit, even if such demand or other request is not in the form of a negotiable draft, shall not be responsible for the effectiveness or suitability of the Credit for the Applicant’s purpose, or be regarded as the drafter of the Credit regardless of any assistance that Xxxxx may, in its discretion, provide to the Applicant in preparing the text of the Credit or amendments thereto, shall not be liable to the Applicant for any consequential or special damages, or for any damages resulting from any change in the value of any foreign currency, services or goods or other property covered by the Credit, may assert or waive application of UCP (as defined below) Articles 17 (force majeure) and 45 (hours of presentation) and all other UCP articles primarily benefiting bank issuers, may honor a previously dishonoured presentation under the Credit, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonoured, or otherwise, and shall be entitled to reimbursement to the same extent as if it had initially honoured plus reimbursement of any interest paid by it, may honor, upon receipt, any drawing that is payable upon presentation of a statement advising negotiation or payment, even if such statement indicates that a Draft, certificate or other document is being separately delivered, and shall not be liable for any failure of any Draft, certificate or document to arrive or to conform in any way with the Draft, certificate or other document referred to in the statement or any underlying contract, and may pay any paying or negotiating bank designated or permitted by the terms of the Credit claiming that it rightfully honored under the laws or practices of the place where it is located. None of the circumstances described in this Agreement section shall place Xxxxx or any of the terms hereof, unless evidenced by a written instrument delivered its correspondents under any resulting liability 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofApplicant.

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; (c) 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 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; (d) Change the investment of any Property, other than in compliance with Section 1(c); (e) 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) 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, 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 accuracy of the information contained in the Registration Statement; (hi) 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; (ij) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (jk) 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, 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 pursuant to Section 1(j) hereof; or (kl) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 1(l) hereof.

Limitations of Liability. 12.1 Nothing in this Agreement shall exclude or limit PRESIDION’ liability for (i) death or personal injury caused by its negligence (ii) the tort of deceit (including without limit, fraudulent misrepresentation) (iii) any breach of Sale of Goods and Supply of Goods and Services ▇▇▇ ▇▇▇▇ or (iv) any liability that cannot be excluded by law. 12.2 The Trustee warranties and conditions stated in this Agreement shall have no responsibility be in lieu of all other conditions, warranties or liability to: other terms which might but for this Clause 12.2 be implied into of incorporated into this Agreement whether by statute, common law or otherwise, all of which are hereby excluded (a) Imply obligationsincluding without limitation, perform dutiesthe implied conditions, inquire warranties or otherwise be subject other terms as to satisfactory quality, fitness for purpose or as to the provisions use of any agreement or document other than this Agreement reasonable skill and that which is expressly set forth herein; (bcare) Take any action with respect to the Property, other than fullest extent permitted by law. 12.3 Save as directed provided in Section 1 hereof, and the Trustee Clause 12.1 PRESIDION shall have no liability to LICENSEE for any third party except of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise): (i) loss of revenue (ii) loss of actual or anticipated profits (iii) loss of business, (iv) loss of opportunity, (v) loss of goodwill or reputation (vi) loss of, damage to or corruption of data or (vii) any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in this Clause 12.3 (i) to (vi) ) and, in each case, whether such losses or damage are caused by or arising from breach of contract, negligence or other tort, or otherwise. 12.4 Save as provided in Clause 12.1 and subject to Clause 12.3, the liability of PRESIDION arising out of the Trustee’s gross negligence, fraud or willful misconduct, and this Agreement shall in no event shall exceed the Trustee be liable then current annual amount paid or payable by LICENSEE to PRESIDION for PROGRAM to which the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation claim relates. 12.5 The LICENSEE will indemnify PRESIDION in respect of any such investment prior to its maturity date claim for loss, damage or the failure of the Company to provide timely written investment instruction; (c) 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 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; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority injury of any person designated or property occasioned by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designationact, neglect or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) 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 default 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated byLICENSEE except, and activities relating to, the Trust Account, regardless of whether such tax insofar as PRESIDION is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofliable as aforesaid.

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 or its representatives' 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; (c) 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 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 reasonable and documented expenses incident thereto; (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) 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 or its representatives' 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, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), ) and 1(k) or 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 8.1 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 hereofmaximum extent permitted by law, and except for the Trustee shall remedies expressly provided for herein, Manager agrees that AFF will have no liability to whatsoever for any third party except for liability loss, damage, or claim (collectively, a “Claim”) arising out of the Trusteeperformance of or non-performance of any obligation in accordance with this Agreement, even if such claim arises, in whole or in part, from AFF’s negligence, but excluding any claim arising from AFF’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; (c) 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 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; (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) 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 AFF’s duties and shall be protected responsibilities to Manager are strictly limited to those described in acting upon any orderthis Agreement, 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes except with respect to any income generated byapplicable law which cannot be varied or waived by agreement. To the fullest extent permitted by applicable law, and activities relating toAFF will not be liable for any consequential, incidental, indirect, exemplary, special, or punitive damages (including, without limitation, loss of revenue or anticipated profits) or for any indirect loss that Manager may incur or suffer in connection with the Trust Account, regardless Program (even if AFF has been informed of whether the possibility of such tax is payable by the Trust Account or the Companydamages), including, but without limitation, attorneys’ fees. 8.2 To the fullest extent permitted by applicable law, and without limiting the generality of the foregoing, AFF will not limited tobe liable at any time to Manager or any other person or entity for any loss, franchise charge, fee, penalty, expense, or other damage resulting from any failure or delay of the performance of AFF’s responsibilities under this Agreement which is caused or occasioned by any act or thing beyond AFF’s reasonable control, including, without limitation, any legal restraint; interruption of transmission or communication facilities; equipment failure; electrical or computer failure; war; emergency condition; act of God; fire; storm; other catastrophe; inability to obtain or delay in obtaining wire services, Internet access, electronic transfers, or electronic file exchange; or refusal or delay by a service provider. In addition, AFF will be excused from any failure or delay in executing a Contract under this Agreement if such execution would result in the violation of any applicable law. To the fullest extent permitted by applicable law, Manager agrees that AFF will not have any liability whatsoever for any loss caused by the act, error, or omission of AFF or any other person, including, without limitation, any service provider, Internet access service provider, federal reserve bank, transmission or communications facility, intermediary, or receiving financial institution, and income tax obligations, except pursuant no such person will be deemed AFF’s agent. Manager understands and agrees that the fees and payments agreed to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve in connection with the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofProgram have been established in contemplation of these limitations on liability.

Limitations of Liability. The Trustee shall have no responsibility or Except for liability to:on the part of the Owner which is expressly provided for in the Contract (including these clauses): (a) Imply obligationsthe Owner shall have no liability or responsibility for any loss, perform duties, inquire or otherwise be subject damage of whatever nature due to the provisions of or arising through any agreement or document other than this Agreement and that which is expressly set forth hereincause beyond his reasonable control; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee Owner shall have no liability or responsibility, whether by way of indemnity or by reason of any breach of the Contract, breach of statutory duty or misrepresentation or by reason of the commission of any sort (including but not limited to negligence) in connection with the hire, for any of the Hirer’s loss of profit, loss of use of the Plant or any other asset or facility, loss of production or productivity, loss of contracts with any third party, liabilities of whatever nature to any third party party, and / or any other financial or economic loss or indirect or consequential loss or damage of whatever nature; and (c) whenever the Contract (including these clauses) provides that any allowance is to be made against hire charges, such allowance shall be the Hirer’s sole and exclusive remedy in respect of the circumstances giving rise to the allowance, and such remedy shall be limited to the amount of hire charges which would otherwise be or become due if the allowance in question had not been made. (d) For the avoidance of doubt, nothing in these conditions limits or seeks to exclude the Owner’s liability for claims of death or personal injury caused by the Owner’s negligence, fraud or for any other liability for which it is not permitted to seek to limit or exclude by operation of law. (a) For the avoidance of doubt it is hereby declared and agreed that nothing in this Clause affects the operation of Clauses 4, 5, 8 and 9 of this Agreement. (b) During the continuance of the hire period the Hirer shall subject to the provisions referred to in sub paragraph (a)make good to the Owner all loss of or damage to the plant from whatever cause the same may arise, fair wear and tear excepted, and except as provided in Clause 9 herein, and shall also fully and completely indemnify the Owner in respect of all claims by any person whatsoever for liability injury to person or property caused by or in connection with or arising out of the Trustee’s gross negligencestorage, fraud transit, transport, unloading, loading or willful misconductuse of the plant during the continuance of the hire period, and in no respect of all costs and charges in connection therewith whether arising under statute or common law. In the event of loss of or damage to the plant, hire charges shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred continued at idle time rates 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;defined in Clause 25 until settlement has been effected. (c) Institute any proceeding for Notwithstanding 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 above the Property unless and until it shall have received 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; (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 Hirer shall not be continuing unless provided otherwise in such designationresponsible for damage, loss or unless the Company shall have delivered a written revocation of such authority injury due to the Trustee; (f) 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, 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 accuracy of the information contained in 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;arising: (i) File information returns with respect prior to delivery of any plant to the Trust Account with site (or, where the site is not immediately adjacent to a highway maintainable at the public expense, prior to its leaving such highway) where the plant is in transit by transport of the Owner or as otherwise arranged by the Owner, (ii) during the erection and/or dismantling of any localplant where such plant requires to be completely erected/dismantled on site, state always provided that such erection/dismantling is under the exclusive control of the Owner or federal taxing authority his Agent, (iii) after the plant has been removed from the site and is in transit on a highway maintainable at the public expense (or provide periodic written statements where the site is not immediately adjacent to a highway maintainable at the public expense after it has joined such highway) to the Company documenting Owner by transport of the taxes payable Owner or as otherwise arranged by the Company, if any, relating to any interest income earned on the Property;Owner, (jiv) Preparewhere plant is travelling to or from a site on a highway maintainable at the public expense (or, execute and file tax reportswhere the site is not immediately adjacent to a highway maintainable at the public expense, income prior to its leaving or other tax returns and pay any taxes after its joining such highway) under its own power with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable a driver supplied by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofOwner.

Limitations of Liability. The Trustee shall have no responsibility WITHOUT LIMITING THE PARTIES’ OBLIGATIONS REGARDING INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY WHO MAY BENEFIT FROM ANY PROVISION OF THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO A PARTY’S PERFORMANCE OR NON-PERFORMANCE HEREUNDER. Indemnification by Hand. Hand hereby agrees to defend, indemnify, and hold Synergy, its Affiliates and their respective officers, directors, employees and agents, (each a “Synergy Indemnified Party”) harmless from and against any Third Party’s claims for loss, damage, or liability to: resulting from: (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; (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; (c) 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 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; (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) 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 breach of this Agreement or any warranty or covenant provided in this Agreement by Hand or an Affiliate of Hand; (ii) any violation of Applicable Law by Hand or its Affiliates; and (iii) any negligent act or omission or willful misconduct of Hand or its Affiliates; (iv) any claim that the sale by Synergy or its Affiliates, of the terms hereofLicensed Products infringes on intellectual property rights in the Territory of any other person; (v) any claim arising from any use, unless evidenced within the approved labelling, made by a written instrument delivered any person of any of the Licensed Products; in all cases, except to the Trusteeextent such Third Party’s claim for loss, signed by damage or liability is 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 accuracy of the information contained in 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; result of: (i) File information returns with respect to the Trust Account with any localbreach of this Agreement by Synergy or a Synergy Indemnified Party, state (ii) any violation of Applicable Law by Synergy or federal taxing authority a Synergy Indemnified Party, or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to (iii) any interest income earned on the Property; (j) Prepare, execute and file tax reports, income negligent act or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless omission or willful misconduct of whether such tax is payable by the Trust Account Synergy or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofa Synergy Indemnified Party.

Limitations of Liability. The Trustee following limitations shall have no responsibility or liability toapply to any claim by a Party: (a) Imply obligations, perform duties, inquire or otherwise Neither Party be subject liable under this Agreement for any Losses if and to the provisions of extent that any agreement such Loss is attributable to a failure by a Party: (i) to mitigate Losses; or document other than this Agreement and that which is expressly set forth herein;(ii) to comply with the requirements under Section 10.5: (b) Take A Party shall not be liable for any action Losses which: (i) are reflected as a write-off, value adjustment, liability or provision including general adjustments or provisions made for the respective risk category in any item included in the Final Working Capital Amount or have been taken into account in the calculation of the Purchase Price; (ii) result from (or are increased by) a change of accounting policy or practice or the length of any accounting period introduced after the Closing Date. (c) Sellers shall not be liable for a Loss if: (i) the underlying facts, matters or circumstances in respect of the breach have been disclosed in the Due Diligence Materials to any of Purchaser’s knowledge parties set forth on Schedule 10.6(c)(i) prior to the Closing Date; or (ii) Purchaser waives such breach by consummating the Transaction even though any of Purchaser’s knowledge parties set forth on Schedule 10.6(c)(i) had knowledge of the underlying facts, matters or circumstances in respect of the breach and did not expressly reserve, in writing prior to the Closing Date, its rights under this Agreement with respect to the Property, other than as directed in Section 1 hereof, and the Trustee such breach. (d) A Party shall not be liable for a Loss if a court of competent jurisdiction or arbitrator shall have determined by final judgment that such Loss (or a portion thereof) resulted from the fraud, gross negligence or willful misconduct of the Person seeking indemnification. (e) Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable to the other for any consequential, incidental, indirect, special or punitive damages of such Indemnified Party, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, unless, in each such case, legally awarded, or legally required to be paid, to a third-party in respect of a claim pursuant to the indemnification obligations hereunder. (f) Notwithstanding anything to the contrary contained in this Article X, after the Closing (i) neither Party shall have liability to the other Party for Losses under Section 10.2(a), Section 10.2(d) or Section 10.3(a) until the amount of Losses resulting from any third party except for liability single or aggregated claims arising out of the Trustee’s gross negligencesame breach (with respect to Section 10.2(a) or Section 10.3(a)) or the same facts, fraud events or willful misconductcircumstances, exceeds Five Hundred Thousand Dollars ($500,000) (the “Mini-Basket”), and then, in such case, the entire amount of such Losses shall be indemnified, (ii) neither Party shall have liability to the other Party’s Indemnified Parties under Section 10.2(a), Section 10.2(d) or Section 10.3(a) until, excluding claims that are less than the Mini-Basket, the amount of Losses incurred relating thereto exceed, in the aggregate, Three Million Dollars ($3,000,000) (the “Threshold”), whereupon the Indemnified Parties shall be entitled to indemnification for the full amount of such Losses, and (iii) in no event shall the Trustee aggregate liability of Sellers under Section 10.2(a) or Section 10.2(d) exceed an amount equal to ten percent (10%) of the Base Price (the “Cap”), except that the aggregate liability of Sellers in respect of the representations and warranties contained in Section 5.6 shall be liable the Base Price. (g) The amount of any Losses for which indemnification is provided under this Article X shall be net of any amounts actually recovered or recoverable by the selection Indemnified Party under insurance policies or indemnity or contribution agreements or otherwise with respect to such Losses. The Indemnified Party shall seek full recovery under all insurance policies covering any Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. In the event that an insurance recovery is made by any party with respect to any Losses for which any such Person has been indemnified hereunder and has received funds in the amount of investments the Losses or for investment losses incurred thereon portion thereof, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Indemnifying Party. (h) In calculating the amount of Losses under this Article X, there shall be deducted an amount equal to any Tax benefit to the party claiming such Losses or for losses incurred to any of its Affiliates from being able to claim a Tax loss or Tax credit as a result of such Losses and the liquidation amount of any such investment prior Losses shall be increased by any Tax detriment incurred by the party or its Affiliates attributable to its maturity date the receipt or the failure of the Company right to provide timely written investment instruction; (c) 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 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; (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) 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, 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 accuracy of the information contained in 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 information returns receive an indemnification payment with respect to such Losses. The amount of any such Tax benefit or Tax detriment shall reflect the Trust Account with present value of such Tax benefit or Tax detriment (whether realized in the year the indemnification payment is made or later), computed as of the date of any localindemnification payment (using the interest rate determined under Section 6621(a)(2) of the Code for the period in which the payment is made, state and assuming the indemnified party has incurred such liability or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, has sufficient taxable income or other tax returns and pay Tax attributes to permit the utilization of any taxes with respect to any income generated bysuch Tax benefit at the earliest possible time, and activities relating to, assuming that the Trust Account, regardless of whether such tax indemnified party’s applicable combined effective Tax rate is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(jforty percent (40%) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(ieach taxable period), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee shall have no responsibility Notwithstanding anything to the contrary contained in this agreement, the Sellers will not be liable for any amount or liability toLoss in respect of a Buyer Claim: (a) Imply obligations, perform duties, inquire or otherwise be subject (Buyer insured) to the provisions extent that the amount or Loss is in respect of any agreement an amount for which the Buyer or document other than this Agreement and that which is expressly set forth hereinVignette has received a payment from an insurer under an insurance policy; (b) Take any action with respect (Buyer’s knowledge) where the Sellers establish that the specific facts and circumstances giving rise to the Property, other than as directed in Section 1 hereof, and Buyer Claim were within the Trustee shall have no liability to any third party except for liability arising out actual knowledge of the Trustee’s gross negligence, fraud Buyer or willful misconduct, and in no event shall Vignette as at 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 instructionEffective Date; (c) Institute any proceeding for (Buyer’s own actions) to the collection extent that the amount or Loss has arisen as a result of or in consequence of any principal and income arising fromvoluntary act, omission, transaction or institute, appear in arrangement of or defend any proceeding on behalf of the Buyer or Vignette after the Effective Date (other than the provision of any kind with respect to, any of the Property unless and until it shall have received 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 theretoconsent contemplated by this agreement); (d) Refund any depreciation (minimum aggregate) unless and until the aggregate liability of the Sellers in principal respect of any Propertyall Buyer Claims exceeds US$300,000, in which case the Buyer may claim all amounts including the first US$300,000; (e) Assume (Legislation) to the extent that the authority amount or Loss has arisen as a result of or in respect of, or to the extent that the amount or Loss arises from any act, matter, omission, transaction or circumstance which would not have occurred but for, any legislation not in force at the Effective Date, or any change of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designationlaw or administrative practice of any Government Agency, including any legislation or change which takes effect retrospectively, or unless any increase in the Company shall have delivered a written revocation rates of such authority to Tax or any imposition of Tax not in effect at the Trustee;Effective Date; and (f) 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 (Notice and in access) unless 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 accuracy of the information contained in 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;Buyer has: (i) File information returns with respect given the Sellers reasonably timely notice in writing of each material fact or circumstance which gives rise to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the PropertyBuyer Claim; (jii) Preparegiven the Sellers reasonable access to all relevant records, execute correspondence and file tax reports, income or other tax returns and pay any taxes with respect information as the Sellers may reasonably request (but only to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by extent that that information relates to the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereofBuyer Claim); orand (kiii) Verify calculationsallowed the Sellers, qualify at the Sellers’ expense, a reasonable period in the circumstances having regard to the nature of the Buyer Claim (but in any event not exceeding three weeks from the date notice is given under subparagraph (i)) to investigate (including reasonable access to the Officers of the relevant Group Company under the supervision of the Buyer) the facts or otherwise approve circumstances which give rise to the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofBuyer Claim.

Limitations of Liability. As far as permitted by Applicable Laws, Section 11.1, 11.3 and 16 (solely for On-Premises Solutions and as applicable for Hybrid Solutions) set out the entire liability of ROCHE (including any liability for the acts or omissions of its subcontractors and/or any of its Affiliates) in respect of any breach of this Agreement, any Order or other contract and any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement. ROCHE shall not in any circumstances whatsoever (whether by reason of negligence, breach of contract, misrepresentation or otherwise) be liable for any economic loss, damage or expense, whether direct, indirect or consequential (including, without prejudice to the generality of the foregoing, loss of profits, business interruption, loss of goodwill or reputation) arising out of or in any way connected with the Services whether by the CUSTOMER or by any third party. Nothing in this Section 12 shall be taken to limit or restrict ROCHE’s liability (i) for personal injury or death resulting from the negligence of ROCHE, its employees and agents; or (ii) for fraud or fraudulent misrepresentation or (iii) for any other loss for which ROCHE cannot exclude, limit or attempt to exclude or limit its liability under Applicable Laws. As far as permitted by Applicable Laws, the total aggregate liability of ROCHE howsoever arising in connection with this Agreement and any Order whether for negligence or breach of contract or otherwise shall in no event exceed the aggregate value of the Fees paid by CUSTOMER for the respective IT Solutions and/or Services (under the respective Order that triggered the liability) during the twelve (12) month prior to the event that gave rise to the claim. The Trustee price of the Fees has been calculated on the basis that ROCHE will exclude or limit its liability as set out in this Agreement and the CUSTOMER, by placing an Order, agrees and warrants that CUSTOMER shall insure against or bear itself any loss for which ROCHE has excluded or limited its liability in this Agreement and ROCHE shall have no responsibility or further 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; (c) 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 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; (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) 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 misconductCUSTOMER. The Trustee may rely conclusively and parties’ respective liability for intentionally caused damages 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofremain unaffected.

Limitations of Liability. The Trustee In the event of any error, omission, or other professional negligence, the sole and exclusive responsibility of ALAB shall be to reperform the deficient work at its own expense and ALAB shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by ALAB within ninety (90) days following completion of services. ALAB shall have no liability, obligation, or responsibility of any kind for losses, costs, expenses, or liability other damages (including but not limited to any special, direct, incidental, or consequential damages) with respect to ALAB’s services or results. All results provided by ALAB are strictly for the use of its CLIENTs and ALAB is in no way responsible for the use of such results by CLIENTs or third parties. All reports should be considered in their entirety, and ALAB is not responsible for the separation, detachment, or other use of any portion of these reports. CLIENT may not assign the ALAB report without the written consent of the ALAB. CLIENT covenants and agrees, at its/his/her sole expense, to indemnify, protect, defend, and save harmless the ALAB from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation attorneys’ and experts’ fees and disbursements) of any kind whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against CLIENT relating to: , resulting from or arising out of (a) Imply obligationsthe breach of this agreement by this CLIENT, 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 negligence of the Trustee’s gross negligenceCLIENT in handling, fraud delivering or willful misconductdisclosing any hazardous substance, 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; (c) Institute any proceeding for the collection violation of the CLIENT of any principal and income arising fromapplicable law, 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 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; (d) Refund non-compliance by the CLIENT with any depreciation in principal of any Property; environmental permit or (e) Assume a material misrepresentation in disclosing the materials to be tested. CLIENT represents and understands that any sample delivered to ALAB will be preceded or accompanied by complete written disclosure of the authority presence of any person designated hazardous substances known or suspected by CLIENT. CLIENT further understands that any sample containing any hazardous substance that is to be delivered to ALAB will be packaged, labeled, transported, and delivered properly and in accordance with applicable laws. Prior to ALAB’s acceptance of any sample (or after any revocation of acceptance), the entire risk of loss or of damage to such sample remains with CLIENT. Samples are accepted when receipt is acknowledged on chain of custody documentation. In no event will ALAB have any responsibility for the action or inaction of any carrier shipping or delivering any sample to or from ALAB premises. CLIENT authorizes ALAB to proceed with the analysis of samples as received by the Company to give instructions hereunder shall laboratory, recognizing that any samples not in compliance with all current NELAP requirements for containers, preservation or holding time will be continuing unless provided otherwise in noted as such designationon the final report. Disposal of hazardous waste samples is the responsibility of the CLIENT. If the CLIENT does not wish such samples returned, or unless the Company shall have delivered a written revocation of such authority ALAB may add storage and disposal fees to the Trustee; (f) The other parties hereto or to anyone else final invoice. Maximum storage time for any action taken or omitted samples is 30 days after completion of analysis unless modified 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 accuracy of the information contained in 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 information returns with respect to the Trust Account with any local, applicable state or federal taxing authority laws. CLIENT will be required to give the ALAB written instructions concerning disposal of these samples. ALAB reserves the absolute right, exercisable at any time, to refuse to receive delivery of, refuse to accept, or provide periodic written statements to revoke acceptance of any sample, which, in the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, regardless sole judgment of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.ALAB

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; (b) Take take any action with respect to the Property, Trust Property (other than as directed in Section 1 hereofSections 4, 5 and 6), and the Trustee it shall have no liability to any third party except for liability arising out of the Trustee’s its own gross negligence, fraud bad faith 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; (cii) Institute institute any action, claim or proceeding for the collection of any principal and income arising from, or institute, appear in or defend any action, claim or proceeding of any kind with respect to, any of the Trust 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; (diii) Refund change the investment of any Trust Property, other than in compliance with Section 5; (iv) refund any depreciation in principal of any Trust Property; (ev) Assume assume that the authority of any person Person designated by the Company or the Representative to give instructions hereunder shall not be continuing unless provided otherwise in such designation, designation or unless the Company or the Representative shall have delivered a written revocation of such authority to the Trustee; (fvi) The the other parties Party 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 bad faith 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; (gvii) Verify verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration StatementStatement unless an officer of the Trustee has actual knowledge thereof, written notice of such event shall have been sent to the Trustee or as otherwise required under Sections 4(a-h); (iviii) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepareprepare, execute and or file any tax reports, income or other tax returns and or pay any taxes with respect to any income generated by, and or activities relating to, to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and Company (including income tax obligations), except it being expressly understood that, as set forth in Section 4(f), if there is any income or other tax obligation relating to the Trust Account or the Trust Property, as determined 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 Trust Property in an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company pursuant to Section 1(j) hereofa Tax Disbursement Letter; or (kix) Verify verify calculations, qualify or otherwise approve the Company’s written Company requests for distributions pursuant to Sections 1(iSection 4(f) and 4(g), 1(j), 1(k) or 1(l) hereof.

Limitations of Liability. The Trustee 12.1 In no event shall Sony or its suppliers be liable for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect special, incidental or consequential) arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.2 In no event shall Sony or its suppliers be liable for any indirect, special, incidental or consequential loss or damage of any kind arising out of or in connection with this Agreement or any collateral contract (including without limitation the breach of this Agreement by SCEE), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise. 12.3 Publisher acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Publisher shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions remedy in respect of any agreement representation (whether written or document other than oral) made to it upon which it relied in entering into 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 Sony shall have no liability to Publisher other than pursuant to the express terms of this Agreement. 12.4 Except as expressly set forth herein, no Sony entity, nor any of their respective directors, officers, employees or agents, shall bear any risk, or have any responsibility or liability, of any kind to Publisher or to any third party except parties with respect to the functionality and/or performance of Licensed Products. 12.5 In no event shall Sony’s liability arising under or in connection with this Agreement, or any collateral contract, exceed [**] within the [**] to the date of the first occurrence of the event or circumstances giving rise to such liability. 12.6 In no event shall Publisher be liable to SCEE for liability loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect, special, incidental or consequential) 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; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind connection with respect to, any of the Property unless and until it shall have received 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; (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) 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 collateral contract (including without limitation the breach of this Agreement by Publisher), whether known, foreseen or foreseeable and whether under theory of contract, tort (including negligence), indemnity, product liability or otherwise, provided that Publisher expressly agrees that such limitations shall not apply to damages resulting from Publisher’s breach of Clauses 2, 3, 4, 7, 9 or 11.2 of this Agreement. 12.7 [**] 12.8 Nothing in this Agreement shall exclude or limit Sony’s liability in relation to claims arising from deceit, the terms hereof, unless evidenced by a written instrument delivered to injury or death of any person resulting from the Trustee, signed by the proper party or parties and, if the duties or rights proven negligence of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company Sony or any other action taken liability which may not be excluded or limited by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofapplicable law.

Limitations of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligationsNeither the Lenders, perform dutiesthe Owner Trustee, inquire the Holders nor the Administrative Agent shall have any obligation or otherwise be subject duty to the provisions Lessee, to any other party hereto or to others with respect to the transactions contemplated hereby, except those obligations or duties of any agreement or document other than such parties expressly set forth in this Agreement and that which the other Operative Agreements, and neither the Lenders, the Owner Trustee, the Holders nor the Administrative Agent shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limiting the generality of the foregoing, under no circumstances whatsoever shall the Lenders, the Holders or the Administrative Agent be liable to the Lessee or any other Person for any action or inaction on the part of the Owner Trustee in connection with the transactions contemplated herein, whether or not such action or inaction is expressly set forth herein;caused by the willful misconduct or gross negligence of the Owner Trustee, unless such action or inaction is at the direction of the Lenders, the Holders or the Administrative Agent, as the case may be. (b) Take any action with respect It is expressly understood and agreed by and among the Owner Trustee, the Lessee, the Holders, the Lenders and the Administrative Agent, and their respective successors and permitted assigns that, subject to the Propertyproviso contained in this Section 9.9(b), other than all representations, warranties and undertakings of the Owner Trustee hereunder shall be binding upon the Owner Trustee only in its capacity as directed in Section 1 hereofthe Owner Trustee under the Trust Agreement, and (except as expressly provided herein) the Owner Trustee shall have no liability to not be liable in its individual capacity (i) for any third party breach thereof, except for liability arising out of the Trustee’s its gross negligence, fraud negligence or willful misconduct, or (ii) for breach of its covenants, representations and warranties contained herein, except to the extent expressly covenanted or made in no event its individual capacity; provided, however, that nothing in this Section 9.9(b) shall the Trustee be liable for the selection of investments construed to limit in scope or for investment losses incurred thereon or for losses incurred as a result substance those representations and warranties of the liquidation of any such investment prior to Owner Trustee made expressly in its maturity date or the failure of the Company to provide timely written investment instruction; (c) 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 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; (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) 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 misconductindividual capacity set forth herein. The Trustee may rely conclusively and shall be protected term "Owner Trustee" as used 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 shall include 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 accuracy of the information contained in 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 information returns with respect to successor trustee under the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereofAgreement.

Limitations of Liability. The Trustee shall have no responsibility or liability tofor: (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 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 third party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence 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; (cb) 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 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; (dc) Refund Refunding any depreciation in principal of any PropertyProperty invested in accordance with Section 1(c); (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) The other parties hereto or 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 exercise of its own best judgment, except for the Trustee’s its gross negligence, fraud negligence 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 reasonably 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 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, 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 accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (ig) File Filing information returns with respect to the Trust Account United States Internal Revenue Service and payee statements with any localthe Company, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;. (jh) PreparePreparing, execute executing and file filing tax reports, income or other tax returns and pay paying any taxes with respect to any income generated by, and activities relating to, to 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 obligationsobligations (it being expressly understood that, except pursuant as set forth in Section 2(a), if there is any income tax obligation relating to Section 1(j) hereof; orthe income of the Property in the Trust Account, then, only at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable tax authority), which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority. (ki) Verify calculationsObligations, qualify duties or otherwise approve being subject to the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) provisions of any agreement or 1(l) hereofdocument other than this Agreement and that which is expressly set forth herein.

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 paragraph 1 hereof, hereof and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s its own gross negligence, fraud negligence 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; (cb) 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 the Co-Managers 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 paragraph 1(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 Co-Managers to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company and/or the Co-Managers shall have delivered a written revocation of such authority to the Trustee; (f) 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 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 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, 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 accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company 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 paragraph 1(i) hereof; and (ih) File information returns with respect to Pay any taxes on behalf of the Trust Account with (it being expressly understood that the Property shall not be used to pay any local, state or federal taxing authority or provide periodic written statements to the Company documenting the such taxes payable by the Companyand that such taxes, if any, relating to any interest income earned on shall be paid by the Property; (j) 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, 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 pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) or 1(l) hereof.