Common use of Suspension of Performance Disbursement Into Court Clause in Contracts

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company and or the Investor(s) Officer with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Company Representatives and the Officer have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s)Officer, the Company’s shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Depositor, Recipient or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties (iii) Depositor and Recipient have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Depositor, Recipient or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(sBuyer(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actionsaction: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(sBuyer(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, -------------------------------------------------- there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Placement Agent with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Placement Agent, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. a. If at any time, there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. b. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. a. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. b. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) after compliance with Section 3, there shall exist any dispute between or among Parent, the Company and Holders and/or either of the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyParent, the Investor(s)Holders, or either of the Representatives, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) Dealer Manager with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow AgentNew York City, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, Company or the Investor(s)Dealer Manager, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Consultant with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Consultant, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between the Company and the Investor(s) Adviser with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have a successor Escrow Agent has not been appointed within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 3 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the Company, the Investor(s)Adviser, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser, the Company and Seller Parties or the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. : (x) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed, and (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. y) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyPurchaser, the Investor(s)Seller Parties or the Representatives, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Placement Agents with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Placement Agent, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out our of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist is any dispute between the Company Parent and the Investor(sSecurityholder Representative (or their respective Appointed Persons) with respect to the holding or disposition disbursement of all or any portion of the Escrow Funds Fund or any other obligations of the Escrow Agent hereunderunder this Escrow Agreement, or if at any time (ii) the Escrow Agent is unable in good faith to determine, to the Escrow Agent's sole ’s satisfaction, the proper disposition disbursement of all or any portion of the Escrow Funds Fund or the Escrow Agent's ’s proper actions with respect to its the Escrow Agent’s obligations hereunderunder this Escrow Agreement, or if (iii) Parent and the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant Securityholder Representative fail to Section 9 hereof, appointed appoint a successor Escrow Agent prior to act hereunderthe effective date of the Escrow Agent’s resignation in accordance with Section 9 of this Escrow Agreement, then then, in each such case, the Escrow Agent maywill be permitted, in its sole the Escrow Agent’s discretion, exercised in good faith, to take either or both of the following actions: a. (a) suspend the performance of any of its the Escrow Agent’s obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be is resolved to the sole satisfaction of the Escrow Agent in the good faith exercise of the Escrow Agent’s judgment or until a successor Escrow Agent shall be appointed (has been appointed, as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereofapplicable; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay transfer into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, Fund after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' ’ fees) payable to, incurred by, or expected in good faith to be incurred by the Escrow Agent in connection with the performance of its the Escrow Agent’s duties and the exercise of its the Escrow Agent’s rights hereunder. c. under this Escrow Agreement. The Escrow Agent shall have no liability will not be liable to Parent or the CompanySecurityholder Representative, their respective owners, shareholders or members or any other person (including, without limitation, the Investor(s), Appointed Persons) or any person entity with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arisearises, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Fund or any delay in or with respect to any other action required or requested of the Escrow Agent, in each such case, if believed by Escrow Agent in the good faith exercise of its judgment to be permitted by this Section 7, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct caused any loss to Parent or the Securityholder Representative.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) Dealer Manager with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow AgentNew York City, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, Company or the Investor(s)Dealer Manager, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) 20 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 6 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, , (i) there shall exist any dispute between User, Contractor or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 6 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyUser, the Investor(s)Contractor, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) Underwriter with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. hereunder (in each case, to the extent Rule 15c2-4 of the Exchange Act permits). Escrow Agent shall have no liability to the Company, Company or the Investor(s)Underwriter, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist exists any dispute between the Company and the Investor(s) with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have Trustee has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to under Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be has been appointed (as the case may be); provided however, that Escrow Agent shall will continue to invest the Escrow Funds in accordance with Section 8 6 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and and, to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds Escrow Funds held by it in the Escrow Funds, after deduction and payment to it. Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall will have no liability to the Company, the Investor(s), holders of the Notes or any person other person, except for Escrow Agent’s fraud, willful misconduct or gross negligence, with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between the Company and the Investor(s) Sales Agent, Issuer, Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have Issuer has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, 7 hereof appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 6 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanySales Agent, the Investor(s)Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Buyers with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actionsaction: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Buyers, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Custodial Funds or any other obligations of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Custodial Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not (c) Depositor has not, within thirty (30) calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. : (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed, and (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Custodial Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s), Depositor or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Custodial Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Buyer with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actionsaction: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Buyer, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Placement Agent with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Placement Agent, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Placement Agent with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 9 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. (c) Escrow Agent shall have no liability to the Company, the Investor(s)Placement Agent, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out our of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) Placement Agent with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction set forth in any venue convenient to Escrow Agent, Section 13 hereof for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, to or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. hereunder (in each case, to the extent Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, permits). Escrow Agent shall have no liability to the Company, Company or the Investor(s)Placement Agent, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow AgentAgent unless such liability is the result of a breach by the Escrow Agent of its obligations under this Agreement or conduct by the Escrow Agent that constitutes fraud, negligence, willful misconduct or malfeasance.

Suspension of Performance Disbursement Into Court. If If, at any time, : (a) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow (b) Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties have not Issuer has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 6 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole reasonable discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow . Agent shall have no liability to the CompanyIssuer, or to their respective shareholders, partners, members, officers, directors, employees, Affiliates, the Investor(s)Investors, or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, : (a) there shall exist any dispute between or among the Company Issuer and the Investor(s) Platform Operator with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow (b) Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties have not Issuer has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole reasonable discretion, take either or both of the following actions: a. i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow hereunder (in each case, to the extent Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, permits). Agent shall have no liability to the CompanyIssuer or the Platform Operator, or to their respective shareholders, partners, members, officers, directors, employees, Affiliates, the Investor(s)Investors, or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company Issuer and the Investor(s) certain individuals with respect to the holding or disposition of all or any portion of the Escrow Funds Assets or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Assets or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not (iii) Issuer has not, within thirty (30) days of the furnishing by Escrow Xxxxxx Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Xxxxxx Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any the United States District Court for the Southern District of the State of New York, or if such court lacks federal subject matter jurisdiction, the Supreme Court of competent jurisdiction in any venue convenient to Escrow Agentthe State of New York within New York County, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsAssets, after deduction and payment to the Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the Company, the Investor(s)Issuer, or to its respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Assets or any delay in or with respect to any other action required or requested of the Escrow Agent, absent willful misconduct or gross negligence by the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Buyer, Seller Representative or the Company and the Investor(s) Designees with respect to the holding or disposition of all or any portion of the Escrow Funds Amount or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Amount or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Buyer Designee and Representative Designee have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent escrow agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsAmount, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Buyer, Seller Representative or the CompanyDesignees, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Amount or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) Placement Agent with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have not Company has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. hereunder (in each case, to the extent Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, permits). Escrow Agent shall have no liability to the Company, Company or the Investor(s)Placement Agent, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. (c) Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Investor and the Company have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investor in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent both parties or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Investor and the Company have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investor in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser or the Company and the Investor(s) Stockholder Representative with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties have Purchaser has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyPurchaser, the Investor(s)Stockholder Representative, the Entitled Holders, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and the Investor(s) parties hereto with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole ’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties (iii) Seller and Buyer have not not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7(a) hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow AgentNew Castle County, Delaware, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment subject to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Section 10. Escrow Agent shall have no liability to the Company, the Investor(s)Buyer or Seller, or any person to their respective shareholders, partners, members, officers, directors, employees or Affiliates with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent except to the extent that a court of competent jurisdiction having proper authority determines that any loss to the Seller or Buyer was caused by Escrow Agent’s gross negligence or willful misconduct.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any (a) a dispute between the Company and the Investor(s) exists with respect to holding or disposition of any portion of the Escrow Funds or any other obligations obligation of Escrow Agent hereunderunder this Agreement, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's sole ’s reasonable satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Representatives have not within thirty (30) days of the furnishing by Escrow Agent of appointed a notice of resignation pursuant successor escrow agent to act under this Agreement in accordance with Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole reasonable, good faith discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be is resolved to the sole reasonable satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed escrow agent is appointed; or (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of by such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall will have no liability to the Company, the Investor(s), Buyer or any person with respect to Seller for any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged arise due to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent, in each case if permitted by this Section 5, except to the extent that a court of competent jurisdiction determines, which determination is not subject to appeal, that Escrow Agent’s fraud, gross negligence or willful misconduct caused any loss to Buyer or Seller.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser or the Company and the Investor(s) Representative with respect to the holding or disposition of all or any portion of the Escrow Deposited Funds or any other obligations of Escrow Paying Agent hereunder, or if at any time Escrow (ii) Paying Agent is unable to determine, to Escrow Paying Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Closing Consideration Shares or Deposited Funds or Escrow Paying Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Purchaser and the Representative have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Paying Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Paying Agent to act hereunder, then Escrow Paying Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Paying Agent or until a successor Escrow Paying Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Paying Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Closing Consideration Shares and Deposited Funds, after deduction and payment to Escrow Paying Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Paying Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow . Paying Agent shall have no liability to Purchaser or the CompanyRepresentative, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Closing Consideration Shares or Deposited Funds or any delay in or with respect to any other action required or requested of Escrow Paying Agent. [Signatures appear on the following page.]

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company Committee and the Investor(s) Stockholders’ Representative with respect to the holding or disposition of all or any portion of the Escrow Funds Shares or any other obligations of the Escrow Agent hereunder, or if at any time (b) the Escrow Agent is unable to determine, to Escrow Agent's ’s sole and reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds Shares or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Committee and the Stockholders’ Representative have not not, within thirty (30) days ten Business Days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof5, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions:actions accompanied by written notice from the Escrow Agent to each of the Committee and the Stockholders’ Representative of the taking of such action(s): a. (a) suspend the performance of any of its obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole and reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed; or (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Shares. The Escrow Agent shall have no liability to the Company, the Investor(s)Committee the Stockholders’ Representative, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into courtcourt in accordance with this Section 4, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Shares or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company Purchaser and the Investor(s) Seller with respect to the holding or disposition of all or any portion of the Escrow Funds Funds, Certificates or Stock Powers, or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Funds, Certificates or Stock Powers, or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Purchaser and Seller have not within thirty (30) days of not, after the furnishing by Escrow Xxxxxx Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Xxxxxx Agent to act hereunderhereunder within the time limits specified in Section 8, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Certificates, Stock Powers and Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Xxxxxx Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyPurchaser or Seller, the Investor(s)their respective owners, shareholders or members, officers, directors or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Purchaser Representative and the Sellers Representative have not not, within thirty (30) 10 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyPurchaser, the Investor(s)Purchaser Representative or the Sellers Representative, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. (a) If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend (1) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (2) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. (b) Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent except in the case of the Escrow Agent’s willful misconduct or gross negligence.

Suspension of Performance Disbursement Into Court. If If, at any time, : (a) there shall exist any dispute between or among the Company Issuer and the Investor(s) Platform Operator with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow (b) Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties have not Issuer has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole reasonable discretion, take either or both of the following actions: a. i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow hereunder (in each case, to the extent Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, permits). Agent shall have no liability to the CompanyIssuer or the Platform Operator, or to their respective shareholders, partners, members, officers, directors, employees, Affiliates, the Investor(s), Investors or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any -------------------------------------------------- time, there shall exist any dispute between the Company and the Investor(s) Sales Agent, Issuer, Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have Issuer has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, 7 hereof appointed a successor --------- Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, that Escrow Agent shall continue to invest the ---------------- Escrow Funds in accordance with Section 8 6 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanySales Agent, the Investor(s)Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds Exchange Assets or any other obligations of Escrow Exchange Agent hereunder, or if at any time Escrow (ii) Exchange Agent is unable to determine, to Escrow Exchange Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Exchange Assets or Escrow Exchange Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) Parent and the parties Company Shareholders’ Representative have not within thirty twenty (3020) days of the furnishing by Escrow Exchange Agent of a notice of resignation pursuant to Section 9 hereof, jointly appointed a successor Escrow Exchange Agent to act hereunder, then Escrow Exchange Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Depositary Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Exchange Agent or until a successor Escrow Exchange Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Exchange Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsExchange Assets, after deduction and payment to Escrow Exchange Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Exchange Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow . Exchange Agent shall have no liability to the CompanyParent, the Investor(s)Company Shareholders’ Representative, Parent’s shareholders or any person other Person (as defined below) with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Exchange Assets or any delay in or with respect to any other action required or requested of Escrow Exchange Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any (a) a dispute between the Company and the Investor(s) exists with respect to holding or disposition of any portion of the Escrow Funds or any other obligations obligation of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Representatives have not not, within thirty (30) days 10 Business Days of the furnishing by Escrow Agent receipt of a notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. : (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or 4 pennitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' ’ fees) payable to, incurred by, or reasonably expected to be incurred by Escrow Agent in connection with performance the perfonnance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s), Parent or any person with respect to any such Stockholders for suspension of performance perfonnance or disbursement into court, specifically specifically including any liability or claimed liability that may arise, or be alleged arise due to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent. 6.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all 3 funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, (i) there shall exist any dispute between Depositor, Beneficiary or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties (iii) Depositor and Beneficiary have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be)have been appointed; provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/oror b. petition (by means of an interpleader action or any other appropriate method) ), at Depositor’s cost, any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Depositor, Beneficiary or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock and Warrants or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any (a) a dispute between the Company and the Investor(s) Parties exists with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's sole ’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Parties have not not, within thirty ten (3010) days of the furnishing by Escrow Agent receipt of a notice of resignation pursuant to Section 9 hereoffrom Escrow Agent, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole reasonable satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereofhave been appointed; and/or b. (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the remaining Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchaser or the CompanySeller Representative or their respective owners, the Investor(s), shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arisearise due to any delay, or be alleged to have arisen, arisen out of or as a result of any delay delay, in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any (a) a dispute exists between the Company Sellers’ Representative and the Investor(s) Buyer with respect to holding or disposition of any portion of the Escrow Funds or any other obligations obligation of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Representatives have not not, within thirty (30) days of the furnishing by Escrow Agent receipt of a written notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Xxxxxx Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed; and (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient pursuant to Escrow AgentSection 16, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all unpaid fees and expenses (including court costs and documented attorneys' ’ fees) payable to, or reasonably incurred by, or expected to be incurred by Escrow Xxxxxx Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. ; provided, that as between Buyer and Sellers’ Representative, such fees and expenses shall be borne one half by Buyer and one half by Sellers’ Representative on behalf of Sellers. Escrow Agent shall have no liability to the Company, the Investor(s), Buyer or any person with respect to any such Sellers’ Representative for suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged arise due to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent caused by Escrow Agent’s suspension of performance or disbursement into court pursuant to this Section 5, except for Escrow Agents, its affiliates’ or agents’ Misconduct.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between SFBC, the Company and Recipients or the Investor(s) Representatives with respect to the holding or disposition of any portion of the Escrow Funds Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds Property or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties Representatives have not within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into deliver to such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Property. The Escrow Agent shall have no liability to the CompanySFBC, the Investor(s)Recipients, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Property or any delay in or with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist exists any dispute between the Company and the Investor(s) with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Initial Purchasers have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to under Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be has been appointed (as the case may be); provided however, that Escrow Agent shall will continue to invest the Escrow Funds in accordance with Section 8 6 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and and, to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds Escrow Funds held by it in the Escrow Funds, after deduction and payment to it. Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall will have no liability to the Depositor, the Company, the Investor(s), holders of the Bonds or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Sellers, ACE*COMM or the Company and the Investor(s) Representatives with respect to the holding or disposition of any portion of the Escrow Funds Shares or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds Shares or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsShares, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanySellers, the Investor(s)ACE*COMM, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into courtcourt (including, without limitation, the disbursement authorized in Section 4 hereof), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds ACE*COMM Stock held in the Escrow Funds Shares or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If (i) If, at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to the Escrow Agent's sole reasonable satisfaction, the proper disposition of any portion of the Escrow Funds Account or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Purchaser and the Seller have not not, within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof10.1(a) or within 30 days of the date of termination specified in a Termination Notice, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actionseither: a. (1) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole reasonable satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided provided, however, that Escrow Agent shall continue to invest hold the Escrow Funds in accordance Account (and all undistributed interest and income earned or accrued with Section 8 hereofrespect thereto) as depository; and/oror b. (2) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, the Bankruptcy Court for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, court all funds held by it in the Escrow Account for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. (ii) The Escrow Agent shall have no liability to the Company, Purchaser or the Investor(s), Seller or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Account or any delay in or with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between Issuer, any Equity Investor or the Company and the Investor(s) Administrative Agent with respect to the holding or disposition of any portion of the Escrow Funds Items or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds Items or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have Administrative Agent has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 6 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds Escrow Items held by it in the Escrow Fundsit, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyIssuer, the Investor(s)any Equity Investor, Administrative Agent or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Items held by it or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between among the Company Trust, the Adviser and the Investor(s) Sub-Adviser with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have a successor Escrow Agent has not been appointed within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 3 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the Company, Trust, the Investor(s)Adviser, the Sub-Adviser, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Digital Fusion, Summit or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 2.7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyDigital Fusion, the Investor(s)Summit, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Senior Secured Noteholders with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. : suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. and/or petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s)Senior Secured Noteholders, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent except for the Escrow Agent’s willful misconduct or gross negligence.

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds Holdback Amount or any other obligations of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionafter reasonable investigation and consultation with the parties, the proper disposition of all or any portion of the Escrow Funds Holdback Amount or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Authorized Signatories have not not, within thirty (30) 60 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) other than its obligation to hold the Holdback Amount under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent and, in the case of Section 5(a), it receives a Joint Written Direction or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into deliver to such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, Holdback Amount after deduction and and/or payment to Escrow Agent of all reasonable fees and expenses (including court costs and reasonable and documented out-of-pocket attorneys' ’ fees) payable to, incurred by, to or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchaser, Stockholders’ Representative or the CompanyAuthorized Signatories, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Holdback Amount or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Placement Agents with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 9 hereof; and/or and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company Sellers and the Investor(s) Buyer with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties (iii) Buyer and Sellers have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/oror b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Buyer, the Company, Sellers, the Investor(s)Representatives, and their respective partners, members or shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay Funds. Notwithstanding anything to the contrary set forth in with respect to any other action required or requested of this Escrow Agreement, Escrow Agent’s suspension of performance under Section 5.a. above may not continue for a period of greater than sixty (60) days before Escrow Agent shall be required to file the petition contemplated by Section 5.b.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser, Seller or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchaser, Seller or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between the Company FDWY and the Investor(s) Stockholder with respect to the holding or disposition of any portion of the Escrow Funds Fund or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds Fund or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Stockholder and FDWY have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 13 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The parties hereby waive any right to a jury trial in connection with any such proceeding. Escrow Agent shall have no liability to the CompanyFDWY, the Investor(s), Stockholder or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, ------------------------------------------------------- there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent except for the Escrow Agent's willful misconduct or gross negligence.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Depositor, Recipient or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (other than its obligation to keep safely all Escrow Funds), including without limitation any disbursement obligations) , under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. upon 15 days prior written notice to Depositor and Recipient, petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agentthe Bankruptcy Court, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such courtthe Bankruptcy Court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyDepositor, the Investor(s)Recipient, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent, except to the extent such liability arises from its willful misconduct or gross negligence.

Suspension of Performance Disbursement Into Court. If If, at any time, : (a) there shall exist any dispute between or among the Company Issuer, and the Investor(s) Bequia with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow (b) Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties have not Issuer has not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole reasonable discretion, take either or both of the following actions: a. i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. Escrow hereunder (in each case, to the extent Rule 15c2-4 of the Securities Exchange Act of 1934, as amended, permits). Agent shall have no liability to the CompanyIssuer, Bequia, or the Platform Operator, or to their respective shareholders, partners, members, officers, directors, employees, Affiliates, the Investor(s), Investors or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser, Seller or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties (iii) Purchaser and Seller have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchaser, Seller or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any ------------------------------------------------------- time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company Buyer and the Investor(s) Seller Representative with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/oror b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyBuyer, the Investor(s)Seller Representative, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company Committee and the Investor(s) Stockholders’ Representative with respect to the holding or disposition of all or any portion of the Escrow Funds Shares or any other obligations of the Escrow Agent hereunder, or if at any time (b) the Escrow Agent is unable to determine, to Escrow Agent's ’s sole and reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds Shares or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Committee and the Stockholders’ Representative have not not, within thirty (30) days ten Business Days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof5, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions:actions accompanied by written notice from the Escrow Agent to each of the Committee and the Stockholders’ Representative of the taking of such action(s): a. (a) suspend the performance of any of its obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole and reasonable satisfaction of the Escrow Agent or until a successor Escrow Agent shall be have been appointed pursuant to Section 5; or (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Shares. The Escrow Agent shall have no liability to the Company, the Investor(s)Committee the Stockholders’ Representative, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into courtcourt in accordance with this Section 4, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Shares or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between (i) Escrow Agent receives conflicting instructions from Parent, Representative or the Company and the Investor(s) Designees with respect to the holding or disposition of all or any portion of the Escrow Funds Property or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole ’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds Property or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Designees have not not, within thirty ten (3010) calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsProperty, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Parent, Representative or the CompanyDesignees, the Investor(s)their respective owners, stockholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Property or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist exists any dispute between the Company and the Investor(s) with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have Trustee has not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to under Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be has been appointed (as the case may be); provided however, that Escrow Agent shall will continue to invest the Escrow Funds in accordance with Section 8 6 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and and, to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds Escrow Funds held by it in the Escrow Funds, after deduction and payment to it. Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall will have no liability to the Depositor, the Company, the Investor(s), Noteholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Buyer with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) calendar days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent escrow agent shall be appointed (as the case may be); provided however, the Escrow Agent shall continue to invest hold the Escrow Funds in accordance with Section 8 hereofthe meantime; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. The Escrow Agent shall have no liability to the Company, the Investor(s)Buyer, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Seller, Buyer or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, hereunder or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or) or b. petition (by means of an interpleader action or any other appropriate method) any a court of competent jurisdiction located in any venue convenient to Escrow AgentRichmond, Virginia for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all reasonable fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanySeller, the Investor(s)Buyer, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into courtcourt (including, without limitation, the disbursement authorized in Section 4 hereof), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute (except the amount of Liabilities) between Quepasa, the Company and Recipients or the Investor(s) Representatives with respect to the holding or disposition of any portion of the Escrow Funds Property or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds Property or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties Representatives have not within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into deliver to such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Property. The Escrow Agent shall have no liability to the CompanyQuepasa, the Investor(s)Recipients, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Property or any delay in or with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company iCAD and the Investor(s) Seller with respect to the holding or disposition of all or any portion of the Escrow Funds Shares or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole but reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds Shares or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties (iii) iCAD and Seller have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole but reasonable satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) ), at the joint and several expense of iCAD and Seller, any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsShares, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees’ fees and expenses) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the CompanySeller, the Investor(s)iCAD, its shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Shares or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Depositor, Recipient or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties (iii) Depositor and Recipient have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Depositor, Recipient or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (a) there shall exist any dispute between the Company and the Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Representatives have not not, within thirty ten (3010) days of after the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed; or (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchasers, Sellers or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Iconix, Sellers and/or the Company and the Investor(s) Sellers’ Representative with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole but reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties (iii) Iconix and Sellers’ Representative have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole but reasonable satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method), at the joint and several expense of Iconix and Sellers’ Representative (on behalf of the Sellers) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees’ fees and expenses) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyIconix, the Investor(s)Sellers, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, (i) there shall exist any dispute between Depositor, Beneficiary or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties (iii) Depositor and Beneficiary have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Xxxxxx Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Xxxxxx Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be)have been appointed; provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/oror b. petition (by means of an interpleader action or any other appropriate method) ), at Depositor’s cost, any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Depositor, Beneficiary or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company Bxxxx and the Investor(s) Seller with respect to the holding or disposition of all or any portion of the Escrow Funds Assets or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Assets or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not (iii) Buyer has not, within thirty (30) days of the furnishing by Escrow Exxxxx Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Exxxxx Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent escrow agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. (b) petition (by means of an interpleader action or any other appropriate method) any the United States District Court for the Southern District of the State of New York, or if such court lacks federal subject matter jurisdiction, the Supreme Court of competent jurisdiction in any venue convenient to Escrow Agentthe State of New York within New York County, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsAssets, after deduction and payment to the Escrow Agent of all fees fees, costs and expenses (including court costs and expenses and attorneys' ’ fees) or any other amount payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the Company, the Investor(s)Buyer or Seller, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Assets or any delay in or with respect to any other action required or requested of the Escrow Agent, absent willful misconduct or gross negligence by the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between Depositor, Recipient or the Company and the Investor(s) Representatives with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 6 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyDepositor, the Investor(s)Recipient, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between MGIC, CHL, Servicer or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyMGIC, the Investor(s)CHL, Servicer, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between the Company and the Investor(s(i) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, including, without limitation, arising from adverse or if conflicting claims are made to any portion of the parties Escrow Funds, or (ii) the Representatives have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof7 of this Escrow Agreement, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend (a) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed uncertainty (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition h) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . In the event such suit is brought, Shareholder and Purchaser shall jointly and severally agree to pay Escrow Agent shall have no liability to the Companyall costs, expenses and attorney’s fees that it may expend or incur in such interpleader suit, the Investor(s), or any person with respect amount thereof to any be fixed and a judgment therefore to be rendered by the court in such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentsuit.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Purchaser, Seller or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties (iii) Purchaser and Seller have not not, within thirty (30) 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/orhave been appointed. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to Purchaser, Seller or the CompanyRepresentatives, the Investor(s)their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or; b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder.; and c. Escrow Agent shall have no liability to the Company, the Investor(s), or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, -------------------------------------------------- there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If at any time, there shall exist any dispute between the Company and the Investor(s) Investor with respect to holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. Escrow Agent shall have no liability to the Company, the Investor(s)Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between the Company or among Indemnitor and the Investor(s) Indemnitee with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not not, within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) In the case of clause (i) or (ii) above, suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement to make such disbursements with respect to which there is a dispute or uncertainty until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or and in the case of clause (iii) above, suspend its performance under this Agreement to make any disbursement until a successor escrow agent shall have been appointed, provided, that in any event Escrow Agent Agent, shall be appointed (as the case may be); provided however, Escrow Agent shall otherwise remain obligated to continue to invest holding the Escrow Funds in accordance with Section 8 hereof; and/orthe terms of this Agreement. b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agentjurisdiction, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyIndemnitor, the Investor(s)Indemnitee, or either of the Representatives, or to their respective shareholders, partners, or members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent, except to the extent that Escrow Agent’s action or inaction is a result of fraud, gross negligence or willful misconduct.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between or among the Company and Company, the Investor(s) Trustee or the Escrow Agent with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of the Escrow Agent hereunderunder this Agreement, or if at any time (ii) the Escrow Agent is unable to determine, to the Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or the Escrow Agent's ’s proper actions with respect to its obligations hereunderunder this Agreement, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, shall take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent by receiving a joint written instruction of Company and Trustee or such other resolution acceptable to Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. under this Agreement. The Escrow Agent shall have no liability to the Company, the Investor(s), Trustee or any Security Holder, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any (a) a dispute between the Company and the Investor(s) exists with respect to holding or disposition of any portion of the Escrow Funds or any other obligations obligation of Escrow Agent hereunder, or if at any time (b) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (c) the parties Representatives have not not, within thirty (30) 10 days of the furnishing by Escrow Agent receipt of a notice of resignation pursuant to Section 9 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed have been appointed. (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow FundsProperty, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the Company, the Investor(s), Depositor or any person with respect to any such GC Advisors for suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged arise due to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist any dispute between Depositor, Recipient or the Company and the Investor(s) Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time (ii) Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if (iii) the parties Representatives have not within thirty (30) 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or. b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . Escrow Agent shall have no liability to the CompanyDepositor, the Investor(s)Recipient, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If If, at any time, (i) there shall exist is any dispute between the Company Buyer and the Investor(sSeller (or their respective Appointed Persons) with respect to the holding or disposition of all or any portion of the Escrow Funds Amount or any other obligations of the Escrow Agent hereunderunder this Escrow Agreement, or if at any time (ii) the Escrow Agent is unable in good faith to determine, to the Escrow Agent's sole ’s satisfaction, the proper disposition of all or any portion of the Escrow Funds Amount or the Escrow Agent's ’s proper actions with respect to its the Escrow Agent’s obligations hereunderunder this Escrow Agreement, or if the parties (iii) Buyer and Seller have not not, within thirty fifteen (3015) calendar days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof8 of this Escrow Agreement, appointed a successor Escrow Agent to act hereunderpursuant to this Escrow Agreement, then then, in each such case, the Escrow Agent maywill be permitted, in its sole the Escrow Agent’s discretion, exercised in good faith, to take either or both of the following actions: a. (a) suspend the performance of any of its the Escrow Agent’s obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be is resolved to the sole satisfaction of the Escrow Agent in the good faith exercise of Escrow Agent’s judgment or until a successor Escrow Agent shall be appointed (has been appointed, as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereofapplicable; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, Amount after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' ’ fees) payable to, incurred by, or expected in good faith to be incurred by the Escrow Agent in connection with the performance of its the Escrow Agent’s duties and the exercise of its the Escrow Agent’s rights hereunder. c. under this Escrow Agreement. The Escrow Agent shall have no liability will not be liable to the CompanyBuyer or Seller, the Investor(s)their respective owners, shareholders or members or any other person (including without limitation the Appointed Persons) or entity with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arisearises, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Amount or any delay in or with respect to any other action required or requested of the Escrow Agent, in each such case, if believed by Escrow Agent in the good faith exercise of its judgment to be permitted by this Section 5.

Suspension of Performance Disbursement Into Court. If If, at any time, there shall exist any dispute between the Company Trust and the Investor(s) Adviser or the Adviser and a Sub-Adviser with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have a successor Escrow Agent has not been appointed within thirty (30) 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. (a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be have been appointed (as the case may be); provided provided, however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 3 hereof; and/or b. (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. c. . The Escrow Agent shall have no liability to the CompanyTrust, the Investor(s)Adviser, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have Y:\Legal\XXXXX\OMAF II\N-1A\2006\0620-485bpos\ex99h10-OMAF II Escrow FINAL 02.06.htm arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.