Common use of Bank’s Responsibility Clause in Contracts

Bank’s Responsibility. Anything contained in the foregoing to the contrary notwithstanding: (a) Except for permitting a withdrawal in violation of Section 2.01, Bank shall not be liable to Secured Party for complying with Orders from Customer that are received by Bank before Bank receives and has a reasonable opportunity (no more than 2 business days) to act on Notice of Exclusive Control and any contrary Order from Secured Party. (b) Bank shall not be liable to Customer for complying with Orders originated by Secured Party, even if Customer notifies Bank that Secured Party is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) This agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether the Secured Party is entitled under Secured Party’s agreements with Customer to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party. (d) Bank will not have any liability to Customer or Secured Party for claims, losses, liabilities or damages suffered or incurred by Customer or Secured Party as a result of or in connection with this agreement except to the extent such losses, liabilities and damages directly result from Bank’s gross negligence or willful misconduct. (e) In no event shall Bank have any liability to Customer or Secured Party for any consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages in any circumstances.

Bank’s Responsibility. Anything contained in the foregoing to the contrary notwithstanding: (a) Except for permitting a withdrawal in violation of Section 2.01, Bank shall not be liable to Secured Party for complying with Orders from Customer that are received by Bank before Bank receives and has a reasonable opportunity (no more than 2 business days) to act on Notice of Exclusive Control and any contrary Order from Secured Party. (b) Bank shall not be liable to Customer for complying with Orders originated by Secured Party, even if Customer notifies Bank that Secured Party is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) This agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether the Secured Party is entitled under Secured Party’s agreements with Customer to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party. (d) Bank will not have any liability to Customer or Secured Party for claims, losses, liabilities or damages suffered or incurred by Customer or Secured Party as a result of or in connection with this agreement except to the extent such losses, liabilities and damages directly result from Bank’s gross negligence or willful misconduct. (e) In no event shall Bank have any liability to Customer or Secured Party for any consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages in any circumstances.

Bank’s Responsibility. Anything contained a. Bank undertakes to perform only such duties as are expressly set forth herein and in any Account Agreement. Notwithstanding any other provisions of this Agreement, the foregoing parties hereto agree that Bank shall not be liable for, and Depositor and Secured party hereby waive any claim, loss, liability or damages incurred against Bank related to this Agreement or with respect to any action taken by Bank or any of its directors, officers, agents or employees in accordance with this Agreement or arising , including, without limitation, any action so taken at the contrary notwithstanding:request of the Secured Party, except for the Bank’s or such person’s own gross negligence or willful misconduct. In no event shall the Bank be liable for losses or delays resulting from causes beyond the Bank’s reasonable control or for indirect, special or consequential damages whether any claim for such damages is based on tort or contract or whether Bank knew or should have known of the likelihood of such damages in any circumstances. (a) b. Except for permitting a withdrawal in violation of Section 2.012, Bank shall will not be liable to Secured Party for complying with Orders from Customer Depositor that are received by Bank before Bank receives and has a reasonable opportunity (no more than 2 business days) to act on Notice of Exclusive Control and any a contrary Order from Secured Party. In that regard, Secured Party recognizes that Depositor is not required by the Bank to maintain a positive balance in the Accounts; that Bank is under no duty to monitor the balance in the Accounts; and that any Account may close if the balance is $0. (b) c. Bank shall will not be liable to Customer Depositor for complying with Orders originated by Secured Party, even if Customer Depositor notifies Bank that Secured Party is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) d. This agreement Agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether the Secured Party is entitled under Secured Party’s agreements with Customer Depositor to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party. (d) e. Bank will follow its usual procedures in the event the Depositor, Secured Party, the Accounts or any check should be or become the subject of any writ, levy, order or other similar judicial or regulatory order or process (“Legal Process”), provided, however, no deposits from the Accounts may be turned over to Depositor or a third party without first having advised Secured Party of the Legal Process, if permitted by law. Bank will honor a Legal Process unless the Depositor and/or Secured Party obtain a release from the Legal Process or a court order binding on all parties prior to the due date of the Legal Process. The Bank shall not have any liability be liable to Customer either Depositor or Secured Party for claims, losses, liabilities or damages suffered or incurred by Customer or Secured Party as honoring a result of or Legal Process in connection with good faith. f. Nothing in this agreement except Agreement shall impose on Bank a duty to restrict Depositor’s deposits such that Depositor is permitted to make deposits solely to the extent such losses, liabilities and damages directly result from Bank’s gross negligence or willful misconduct. (e) In no event Accounts nor shall Bank have any liability a duty to Customer prevent Depositor from opening other deposit accounts at Bank and depositing checks or other items payable to Depositor into such accounts. It is agreed between Depositor, Secured Party and Bank that the duties undertaken by and between Depositor and Secured Party under the lending arrangements between them, do not in any way impose a duty on Bank beyond the express duties agreed to by Bank in this Agreement. Secured Party shall look solely to Depositor for any consequential, special, punitive damages or indirect loss or damage whether or not losses to Secured Party caused by Depositor’s breach of any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages duties owed to Secured Party in any circumstancesthis regard.

Bank’s Responsibility. Anything contained a. Bank undertakes to perform only such duties as are expressly set forth herein and in any Account Agreement. Notwithstanding any other provisions of this Agreement, the foregoing parties hereto agree that Bank shall not be liable for, and Depositor and Secured Party hereby waive any claim, loss, liability or damages incurred against Bank related to this Agreement or with respect to any action taken by Bank or any of its directors, officers, agents or employees in accordance with this Agreement or arising , including, without limitation, any action so taken at the contrary notwithstanding:request of the Secured Party, except for the Bank’s or such person’s own gross negligence or willful misconduct. In no event shall the Bank be liable for losses or delays resulting from causes beyond the Bank’s reasonable control or for indirect, special or consequential damages whether any claim for such damages is based on tort or contract or whether Bank knew or should have known of the likelihood of such damages in any circumstances. (a) b. Except for permitting a withdrawal in violation of Section 2.012, Bank shall will not be liable to Secured Control Party for complying with Orders from Customer Depositor that are received by Bank before Bank receives and has a reasonable opportunity (no more than 2 business days) to act on Notice of Exclusive Control and any a contrary Order from Control Party. In that regard, Secured PartyParty recognizes that Depositor is not required by the Bank to maintain a positive balance in the Accounts; that Bank is under no duty to monitor the balance in the Accounts; and that any Account may close if the balance is $0. (b) c. Bank shall will not be liable to Customer Depositor for complying with Orders originated by Secured Control Party, even if Customer Depositor notifies Bank that Secured Control Party is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) d. This agreement Agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether the Secured Control Party is entitled under Secured Control Party’s agreements with Customer Depositor to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party. (d) e. Bank will follow its usual procedures in the event the Depositor, Secured Party, the Accounts or any check should be or become the subject of any writ, levy, order or other similar judicial or regulatory order or process (“Legal Process”), provided, however, no deposits from the Accounts may be turned over to Depositor or a third party without first having advised Secured Party of the Legal Process, if permitted by law. Bank will honor a Legal Process unless the Depositor and/or Secured Party obtain a release from the Legal Process or a court order binding on all parties prior to the due date of the Legal Process. The Bank shall not have any liability be liable to Customer either Depositor or Secured Party for claims, losses, liabilities or damages suffered or incurred by Customer or Secured Party as honoring a result of or Legal Process in connection with good faith. f. Nothing in this agreement except Agreement shall impose on Bank a duty to restrict Depositor’s deposits such that Depositor is permitted to make deposits solely to the extent such losses, liabilities and damages directly result from Bank’s gross negligence or willful misconduct. (e) In no event Accounts nor shall Bank have any liability a duty to Customer prevent Depositor from opening other deposit accounts at Bank and depositing checks or other items payable to Depositor into such accounts. It is agreed between Depositor, Secured Party and Bank that the duties undertaken by and between Depositor and Secured Party under the lending arrangements between them, do not in any way impose a duty on Bank beyond the express duties agreed to by Bank in this Agreement. Secured Party shall look solely to Depositor for any consequential, special, punitive damages or indirect loss or damage whether or not losses to Secured Party caused by Depositor’s breach of any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages duties owed to Secured Party in any circumstancesthis regard.