Common use of Bank’s Responsibility Clause in Contracts

Bank’s Responsibility. Except for permitting a withdrawal, delivery or payment in violation of the section entitled “Debtor’s Rights in Blocked Accounts,” Bank will not be liable to Agent for complying with instructions or directions from Company that are received by Bank before Bank receives and has a reasonable opportunity to act on a Notice of Exclusive Control. Bank will not be liable to Company for complying with a Notice of Exclusive Control or with instructions or directions originated by Agent, even if Company notifies Bank that Agent is not legally entitled to issue the instructions or directions or Notice of Exclusive Control, 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, or Bank acts in collusion with Agent in violating Company’s rights. 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 Agent is entitled under Agent’s agreements with Company to give instructions or directions or a Notice of Exclusive Control. Bank may rely on notices and communications which it believes have been given by the appropriate party.

Bank’s Responsibility. Except for permitting a withdrawal, delivery delivery, distribution or payment in violation of Section 3, the section entitled “Debtor’s Rights in Blocked Accounts,” Bank will not be liable to the Program Agent for complying with instructions concerning the Accounts from the Company (or directions from Company the Servicer, on its behalf) that are received by the Bank before the Bank receives and has a reasonable opportunity to act on a Notice of Exclusive Control. The Bank will not be liable to the Company or the Servicer for complying with a Notice of Exclusive Control or with instructions or directions concerning the Accounts originated by the Program Agent, even if the Company or the Servicer notifies the Bank that the Program Agent is not legally entitled to issue the such instructions or directions or Notice of Exclusive Control, unless • the Bank takes the action after it is served with an injunction, restraining order 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, or • the Bank acts in collusion with the Program Agent in violating the Company’s or the Servicer’s rights. This agreement Agreement does not create any obligation of Bank except for those expressly set forth in this agreementAgreement. In particular, the Bank need not investigate whether the Program Agent is entitled under the Program Agent’s agreements with the Company to give instructions or directions any instruction or a Notice of Exclusive Control. The Bank may rely on notices and communications which it believes have been given by the appropriate party.