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

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPlatform, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Platform and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlatform, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerSI Securities, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker SI Securities and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPlacement Agent, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Placement Agent and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlacement Agent, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker Xxxxxx and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Xxxxxx Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPlacement Agent, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlacement Agent, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPrincipal, IssuerSelling Security Holders, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPS’s reasonable Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s Escrow Agent's proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have Principal has not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be).; provided however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 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 NCPSMiami, Florida, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to BrokerPrincipal, IssuerSelling Security Holders, 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 NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker Bxxxxx and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Exxxxx Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS escrow agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between BrokerIssuer, IssuerManager, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerIssuer, IssuerManager, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Brokerthe Company, Issuer, NCPSthe Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the any Subscription or Escrow Funds or any other obligations of NCPS the Escrow Agent hereunder, or (ii) if at any time NCPS the Escrow Agent is unable to determine, to NCPSthe Escrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Subscriptions or the Escrow Funds or NCPSthe Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer the Escrow Agent is uncertain concerning its duties or rights under this Agreement, or if the Escrow Agent shall have received instructions, claims or demands from the Company or Subscribers or others which, in its opinion, are in conflict with any of the provisions of this Agreement, or if the Company has not within 30 days of the furnishing by NCPS the Escrow Agent of a notice of resignation pursuant to Section 7 9 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS the Escrow Agent may, in its reasonable sole discretion, consult legal counsel selected by it and 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 dispute, uncertainty or uncertainty conflict shall be resolved to the sole reasonable satisfaction of NCPS the Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be).; provided, however, that the Escrow Agent shall continue to hold the Subscriptions and to invest the Escrow Funds in accordance with Section 7 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 NCPSof the state of Missouri, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Subscriptions and Escrow Funds for holding and disposition in accordance with the instructions of such court, and the Escrow Agent shall thereupon be discharged from all further duties under this Escrow Agreement. NCPS The Escrow Agent shall have no liability to Broker, Issuerthe Company, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSthe Escrow Agent, except in instances of the Escrow Agent’s bad faith, gross negligence or willful misconduct.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Issuer, Broker, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Issuer and Broker and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 12 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Issuer, Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPlatform, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Platform and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 reasonable satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlatform, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerDalmore, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Dalmore and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerDalmore, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker[Placement Agent/Funding Portal/Platform], Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker [Placement Agent/Funding Portal/Platform] and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker[Placement Agent/Funding Portal/Platform], 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Brokerthe Company, Issuer, NCPSthe Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the any Subscription or Escrow Funds or any other obligations of NCPS the Escrow Agent hereunder, or (ii) if at any time NCPS the Escrow Agent is unable to determine, to NCPSthe Escrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Subscriptions or the Escrow Funds or NCPSthe Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer the Escrow Agent is uncertain concerning its duties or rights under this Agreement, or if the Escrow Agent shall have received instructions, claims or demands from the Company or Subscribers or others which, in its opinion, are in conflict with any of the provisions of this Agreement, or if the Company has not within 30 days of the furnishing by NCPS the Escrow Agent of a notice of resignation pursuant to Section 7 9 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS the Escrow Agent may, in its reasonable sole discretion, consult legal counsel selected by it and 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 dispute, uncertainty or uncertainty conflict shall be resolved to the sole reasonable satisfaction of NCPS the Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be).; provided, however, that the Escrow Agent shall continue to hold the Subscriptions and to invest the Escrow Funds in accordance with Section 7 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 NCPSof the state of Illinois, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Subscriptions and Escrow Funds for holding and disposition in accordance with the instructions of such court, and the Escrow Agent shall thereupon be discharged from all further duties under this Escrow Agreement. NCPS The Escrow Agent shall have no liability to Broker, Issuerthe Company, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSthe Escrow Agent, except in instances of the Escrow Agent’s bad faith, gross negligence or willful misconduct. The Company shall indemnify and hold the Escrow Agent harmless for any reasonable attorneys’ fees incurred by the Escrow Agent in consulting legal counsel pursuant to this Section 6.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Brokerthe Company, Issuer, NCPSthe Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the any Subscription or Escrow Funds or any other obligations of NCPS the Escrow Agent hereunder, or (ii) if at any time NCPS the Escrow Agent is unable to determine, to NCPSthe Escrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Subscriptions or the Escrow Funds or NCPSthe Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer the Escrow Agent is uncertain concerning its duties or rights under this Agreement, or if the Escrow Agent shall have received instructions, claims or demands from the Company or Subscribers or others which, in its opinion, are in conflict with any of the provisions of this Agreement, or if the Company has not within 30 days of the furnishing by NCPS the Escrow Agent of a notice of resignation pursuant to Section 7 9 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS the Escrow Agent may, in its reasonable sole discretion, consult legal counsel selected by it and 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 dispute, uncertainty or uncertainty conflict shall be resolved to the sole reasonable satisfaction of NCPS the Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be).; provided, however, that the Escrow Agent shall continue to hold the Subscriptions and to invest the Escrow Funds in accordance with Section 7 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 NCPSof the state of Illinois, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Subscriptions and Escrow Funds for holding and disposition in accordance with the instructions of such court, and the Escrow Agent shall thereupon be discharged from all further duties under this Escrow Agreement. NCPS The Escrow Agent shall have no liability to Broker, Issuerthe Company, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSthe Escrow Agent, except in instances of the Escrow Agent’s bad faith, gross negligence or willful misconduct.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerNCPS, PORTAL, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker NCPS, PORTAL and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to BrokerNCPS, PORTAL, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any ------------------------------------------------------- time, (i) there shall exist any dispute between BrokerCharleston, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS Escrow Agent is unable to determine, to NCPS’s reasonable Escrow Agent's sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s Escrow Agent's proper actions with respect to its obligations hereunder, or (iii) if Broker Charleston and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS ---------- Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to BrokerCharleston, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, (i) at any time, (i) there shall exist any dispute between BrokerSI Securities, Issuer, NCPSEscrow Agent, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS Escrow Agent hereunder, or (ii) if at any time NCPS time, Escrow Agent is unable to determine, to NCPSEscrow Agent’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPSEscrow Agent’s proper actions with respect to its obligations hereunder, or (iii) if Broker SI Securities and Issuer have not within 30 days of the furnishing by NCPS Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS Escrow Agent to act hereunder, then NCPS Escrow Agent may, in its reasonable 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 NCPS Escrow Agent or until a successor NCPS Escrow Agent shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPSEscrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS Escrow Agent shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPSEscrow Agent.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing providing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS escrow agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS. No Commingling, Investment of Funds or Interest to Issuer Party. NCPS shall not: (a) commingle Escrow Funds received by it in escrow with funds of others that are not Escrow Funds, including funds received by NCPS in escrow in connection with any other offering of debt, equity or hybrid securities; or (b) invest such Escrow Funds. The Escrow Funds will be held in the Escrow Account, which shall not accrue interest in favor of Issuer Party or any Subscriber.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s 's reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s 's proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS's notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS escrow agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition dispositions of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ): or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerIssuer Party, Issuer, any and 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between BrokerPlacement Agent, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Placement Agent and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS Escrow Agent shall have been appointed (as the case may be).; or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlacement Agent, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s 's reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s 's proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Placement Agent and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to BrokerPlacement Agent, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any and Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Party has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of on the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker Xxxxxx and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable 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 NCPS or until a successor NCPS shall have been appointed (as the case may be). b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

Suspension of Performance or Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Broker, IssuerIssuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (iib) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iiic) if Broker and Issuer have Funding Portal has not within 30 days of the furnishing by NCPS of a NCPS’s notice of resignation pursuant to Section 7 hereof appointed a successor NCPS provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: a. : (i) 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 NCPS or until a successor NCPS provider of escrow services or agent shall have been appointed (as the case may be). b. ; or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawLaw, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Broker, IssuerIssuer Party, 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 the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.