Suspension of Performance or Disbursement Into Court. If, at any time, (a) there shall exist any dispute between Issuer Party, TMI, 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 TMI hereunder, or (b) TMI is unable to determine, to TMI’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or TMI’s proper actions with respect to its obligations hereunder, or (c) Issuer Party has not within 30 days of TMI’s notice of resignation pursuant to Section 7 appointed a successor TMI to act hereunder, then TMI may, in its reasonable discretion, take either or both of the following actions: (i) suspend the performance of any of its obligations (including, without limitation, any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of TMI or until a successor escrow agent shall have been appointed (as the case may be); or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to TMI, 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. TMI shall have no liability to Issuer 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 TMI.
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