Common use of Bank’s Responsibility Clause in Contracts

Bank’s Responsibility. (a) Bank will not be liable to Secured Party for complying with entitlement orders from an Authorized Person of Grantor that are received by Bank before Bank receives and has a reasonable opportunity to act on an entitlement order from an Authorized Person of Secured Party. (b) If at any time Bank is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Account (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Account or any financial asset in the Account), Bank is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if Bank complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Bank will not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (c) Bank will be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. Bank may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (d) Bank will not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. Bank will not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (e) 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 Secured Party is entitled under Secured Party’s agreement with Grantor to give an entitlement order. (f) Bank will maintain the Account and financial assets in the same manner as it maintains accounts and assets for its custodial customers. During the term of this Agreement, Bank will remain a securities intermediary within the meaning of such term in Section 8- 102(a)(14) of Article 8 of the Uniform Commercial Code of the State of New York as in effect from time to time (the “UCC”) and 31 C.F.R. 357.2.