Common use of Exculpation of the Bank Clause in Contracts

Exculpation of the Bank. (a) Notwithstanding the Bank’s agreements in Sections 2 and 3, the Bank will not be liable to any other party for: (i) either failing to follow an Initial Instruction that (A) is not in the form of the Exhibit, (B) does not specify the address to which the Initial Instruction was to have been sent, (C) is not otherwise completed, or (D) does not have attached to it a copy of this Agreement as fully executed or, as a result of any such defect in the Initial Instruction, continuing to comply with the Debtor’s Disposition Instructions; (ii) failing to follow a Disposition Instruction originated by the Secured Party (A) before the Outside Time, (B) that requires the disposition of the funds in the Deposit Account by a method not available to the Debtor under the Deposit-related Agreements, (C) that the Bank determines would result in the Bank’s failing to comply with a statute, rule or regulation, or an Order or Process, binding upon the Bank, (D) that requires the disposition of funds that are not immediately available in the Deposit Account, (E) that, unless otherwise set forth in the Specific Terms, directs the disposition of less than all the funds in the Deposit Account or directs that the funds be sent to more than one recipient, or (F) for which the Bank has not received evidence reasonably required by the Bank as to the authority of the person giving the Disposition Instruction to act for the Secured Party; (iii) complying with the Debtor’s Disposition Instructions, or otherwise completing a transaction involving the Deposit Account, that the Bank or an affiliate had started to process before the Outside Time; or (iv) after the Bank becomes aware that the Secured Party has sent the Initial Instruction, but before the Outside Time, complying with the Initial Instruction or a Disposition Instruction originated by the Secured Party, notwithstanding any fact or circumstance and even if the Initial Instruction (A) has not been actually received at the address specified in the Exhibit, (B) fails to have attached to it a copy of this Agreement as fully executed, or (C) is not completed or otherwise fails to be in the form of Initial Instruction set forth on the Exhibit. (b) The Bank will not be liable to any other party for: (i) wrongful dishonor of any item as a result of the Bank following the Initial Instruction or any Disposition Instruction originated by the Secured Party, (ii) failing to comply or delaying in complying with the Initial Instruction, any Disposition Instruction or any provision of this Agreement due to a computer malfunction, interruption of communication facilities, labor difficulties, act of God, war, terrorist attack, or other cause, in each case beyond the Bank’s reasonable control, (iii) any other Claim, except to the extent directly caused by the Bank’s gross negligence or willful misconduct, or (iv) any indirect, special, consequential or punitive damages. (c) The Bank will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Bank will have no duties to the Secured Party except as expressly set forth in this Agreement. The Bank will have no duty to inquire into or determine the existence or enforceability of the Debtor’s obligations to the Secured Party or whether, under any separate agreement between the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor may originate a Disposition Instruction or the Secured Party may originate the Initial Instruction or any Disposition Instruction.

Exculpation of the Bank. (a) Notwithstanding the Bank’s agreements in Sections 2 and 3, the Bank will not be liable to any other party for: (i) either failing to follow an Initial Instruction that (A) is not in the form of the Exhibit, (B) does not specify the address to which the Initial Instruction was to have been sent, (C) is not otherwise completed, or (D) does not have attached to it a copy of this Agreement as fully executed or, as a result of any such defect in the Initial Instruction, continuing to comply with the Debtor’s Disposition Instructions; (ii) failing to follow a Disposition Instruction originated by the Secured Party (A) before the Outside Time, (B) that requires the disposition of the funds in the Deposit Account by a method not available to the Debtor under the Deposit-related Agreements, (C) that the Bank determines would result in the Bank’s failing to comply with a statute, rule or regulation, or an Order or Process, binding upon the Bank, (D) that requires the disposition of funds that are not immediately Immediately available in the Deposit Account, (E) that, unless otherwise set forth in the Specific Terms, directs the disposition of less than all the funds in the Deposit Account or directs that the funds be sent to more than one recipient, or (F) for which the Bank has not received evidence reasonably required by the Bank as to the authority of the person giving the Disposition Instruction to act for the Secured Party; (iii) complying with the Debtor’s Disposition Instructions, or otherwise completing a transaction involving the Deposit Account, that the Bank or an affiliate had started to process before the Outside Time; or (iv) after the Bank becomes aware that the Secured Party has sent the Initial Instruction, but before the Outside Time, complying with the Initial Instruction or a Disposition Instruction originated by the Secured Party, notwithstanding any fact or circumstance and even if the Initial Instruction (A) has not been actually received at the address specified in the Exhibit, . (B) fails to have attached to it a copy of this Agreement as fully executed, or (C) is not completed or otherwise fails to be in the form of Initial Instruction set forth on the Exhibit. (b) The Bank will not be liable to any other party for:: GENERAL TERMS FOR THE DEPOSIT ACCOUNT CONTROL AGREEMENT 3 (i) wrongful dishonor of any item as a result of the Bank following the Initial Instruction or any Disposition Instruction originated by the Secured Party, (ii) failing to comply or delaying in complying with the Initial Instruction, any Disposition Instruction or any provision of this Agreement due to a computer malfunction, interruption of communication facilities, labor difficulties, act of God, war, terrorist attack, or other cause, in each case beyond the Bank’s reasonable control, (iii) any other Claim, except to the extent directly caused by the Bank’s gross negligence or willful misconduct, or (iv) any indirect, special, consequential or punitive damages. (c) The Bank will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Bank will have no duties to the Secured Party except as expressly set forth in this Agreement. The Bank will have no duty to inquire into or determine the existence or enforceability of the Debtor’s obligations to the Secured Party or whether, under any separate agreement between the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor may originate a Disposition Instruction or the Secured Party may originate the Initial Instruction or any Disposition Instruction.

Exculpation of the Bank. (a) Notwithstanding The Bank shall have no liability to the Debtor, the Secured Party or the Collateral Agent, notwithstanding the Bank’s agreements agreement in Sections 2 and Section 3, if the Bank will not be liable to any other party forin its discretion: (i) either failing declines to follow an the Initial Instruction that (A) because the Initial Instruction is not in writing in the form of set forth on the ExhibitExhibit hereto, (B) does not specify the person or persons or department at the Bank to receive the Initial Instruction or the address of the Bank to which the Initial Instruction was is to have been be sent, (C) is not otherwise completed, or (D) does not have attached to it a copy of this Agreement as fully executed or, as a result of any such defect in the Initial Instruction, continuing to comply with the Debtor’s Disposition Instructionsexecuted; (ii) failing declines to follow a Disposition the Initial Instruction or any other instruction originated by the Secured Party or the Collateral Agent, as the case may be, directing the disposition of the funds in the Deposit Account: (A) before prior to the Outside Time, , (B) that which requires the disposition of the funds in the Deposit Account by a method not available to the Debtor under the Deposit-related Agreements, Deposit Agreement, (C) that which in the reasonable opinion of the Bank determines would result in the Bank’s failing failure to comply with a any statute, rule or regulation, or an any Order or Process, binding upon the Bank, , (D) that requires to the extent requiring the disposition of the funds that are not immediately currently available in the Deposit Account, , (E) that, unless otherwise set forth in the Specific Terms, which directs the disposition of less than all the funds in the Deposit Account through the use of a computational or directs that the funds be sent to more than one recipientallocational formula or procedure, or or (F) for which the Bank has not received evidence reasonably required by the Bank as to the authority of the person giving the Disposition Instruction instruction to act for the Secured PartyParty or the Collateral Agent, as the case may be, except as provided in Section 4(b); (iii) complying with by itself or through any affiliate of the Debtor’s Disposition InstructionsBank, consummates or otherwise completing a processes any transaction involving the Deposit Account, that Account which the Bank or an affiliate had started to process before prior to the Outside Time; or (iv) at any time or from time to time after the Bank becomes aware that the Secured Party or the Collateral Agent, as the case may be, has sent the Initial Instruction, or any other instruction to the Bank directing the disposition of the funds in the Deposit Account, but before prior to the Outside Time, ceases complying with any directions from the Debtor, and complies with the Initial Instruction or a Disposition Instruction originated by such other instruction notwithstanding that: (A) any person or persons or the Secured Party, notwithstanding any fact or circumstance and even if department at the Bank specified to receive the Initial Instruction (A) has not been actually received at the address specified in the Exhibit, it, (B) the Initial Instruction fails to have attached to it a copy of this Agreement as fully executed, or or (C) is not completed or the Initial Instruction contains minor errors but otherwise fails to be in substantially complies with the form of Initial Instruction set forth on the ExhibitExhibit hereto. (b) Clause (F) of Section 4(a)(ii) shall not apply to the Initial Instruction in so far as the Initial Instruction eliminates the Debtor’s entitlement to direct the disposition of the funds in the Deposit Account. (c) The Bank will not be liable shall have no liability to any other party forthe Debtor, the Secured Party or the Collateral Agent under this Agreement: (i) for wrongful dishonor of any item as a result Items on account of the Bank its following the Initial Instruction or any Disposition Instruction other instruction originated by the Secured PartyParty or the Collateral Agent, as the case may be, directing disposition of the funds in the Deposit Account, (ii) failing for any claim, loss, cost or expense resulting from the Bank’s failure to comply or delaying delay in complying with the Initial Instruction, any Disposition Instruction other instruction or any other provision of this Agreement due to a on account of any computer malfunction, interruption of communication facilities, labor difficulties, act acts of God, war, terrorist attackattacks, or other causecauses, in each case beyond the Bank’s reasonable control, (iii) for any other Claimclaim, loss, cost or expense except to the extent directly caused by the Bank’s gross negligence or willful misconductmisconduct of the Bank, or (iv) for any indirect, special, consequential or punitive damages. (cd) The Bank will shall have no fiduciary duties under this Agreement to any other partythe Secured Party, the Collateral Agent or the Debtor, whether as trustee, agent, bailee agent or otherwise. The Bank will shall have no duties to the Secured Party or the Collateral Agent except as expressly set forth in this Agreement. The As to the Debtor, and notwithstanding anything to the contrary in the Deposit Agreement, the Bank will shall have no duty to inquire into or determine (i) the existence or enforceability of the Debtor’s obligations to the Secured Party or whetherthe Collateral Agent, as applicable, (ii) whether the Debtor’s obligations to the Secured Party or the Collateral Agent, as applicable, are in default or (iii) whether the Secured Party or the Collateral Agent, as applicable, is entitled, under any separate agreement between the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor may originate a Disposition Instruction or the Secured Party may originate Collateral Agent, as applicable, to give the Initial Instruction or any Disposition Instructionother instruction originated by the Secured Party or the Collateral Agent, as applicable, directing disposition of the funds in the Deposit Account.

Exculpation of the Bank. (a) Notwithstanding the Bank’s agreements in Sections 2 and 3, the Bank will not be liable to any other party for: (i) either failing to follow an Initial Instruction that (A) is not in the form of the Exhibit, (B) does not specify the address to which the Initial Instruction was to have been sent, (C) is not otherwise completed, or (D) does not have attached to it a copy of this Agreement as fully executed or, as a result of any such defect in the Initial Instruction, continuing to comply with the Debtor’s Disposition Instructions; (ii) failing to follow a Disposition Instruction originated by the Secured Party (A) before the Outside Time, (B) that requires the disposition of the funds in the Deposit Account by a method not available to the Debtor under the Deposit-related Agreements, (C) that the Bank determines would result in the Bankbank’s failing to comply with a statute, rule or regulation, or an Order or Process, binding upon the this Bank, (D) that requires the disposition of funds that are not immediately available in the Deposit Account, (E) that, unless otherwise set forth in the Specific Terms, directs the disposition of less than all the funds in the Deposit Account or directs that the funds be sent to more than one recipient, or (F) for which the Bank has not received evidence reasonably required by the Bank as to the authority of the person giving the Disposition Instruction to act for the Secured Party; (iii) complying with the Debtor’s Disposition Instructions, or otherwise completing a transaction involving the Deposit Account, that the Bank or an affiliate had started to process before the Outside Time; or (iv) after the Bank becomes aware that the Secured Party has sent the Initial Instruction, but before the Outside Time, complying with the Initial Instruction or a Disposition Instruction originated by the Secured Party, notwithstanding any fact or circumstance and even if the Initial Instruction (AA ) has not been actually received at the address specified in the Exhibit, (B) fails to have attached to it a copy of this Agreement as fully executed, or (C) is not completed or otherwise fails to be in the form of Initial Instruction set forth on the Exhibit. (b) The Bank will not be liable to any other party for: (i) wrongful dishonor of any item as a result of the Bank following the Initial Instruction or any Disposition Instruction originated by the Secured Party, (ii) failing to comply or delaying in complying with the Initial Instruction, any Disposition Instruction or any provision of this Agreement due to a computer malfunction, interruption of communication facilities, labor difficulties, act of God, war, terrorist attack, or other cause, in each case beyond the Bank’s reasonable control, (iii) any other Claim, except to the extent directly caused by the Bank’s gross negligence or willful misconduct, or (iv) any indirect, special, consequential or punitive damages. (c) The Bank will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Bank will have no duties to the Secured Party except as expressly set forth in this Agreement. The Bank will have no duty to inquire into or determine the existence or enforceability of the Debtor’s obligations to the Secured Party or whether, under any separate agreement between the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor may originate a Disposition Instruction or the Secured Party may originate the Initial Instruction or any Disposition Instruction.

Exculpation of the Bank. (a) Notwithstanding the Bank’s agreements in Sections 2 2, 3 and 314, the Bank will not be liable to any other party for: (i) either failing to follow (A) an Initial Instruction that (A1) is not in the form of the ExhibitExhibit “B”, (B2) does not specify the address to which the Initial Instruction was to have been sent, (C3) is not otherwise completed, or (D4) does not have attached to it a copy of this Agreement as fully executed or (B) an Investment Direction that (1) is not in the form of Exhibit “C” or (2) is not otherwise completed or, as a result of any such defect in the Initial InstructionInstruction or Investment Direction, as the case may be, continuing to comply with the DebtorServicer’s Disposition InstructionsInstructions or Investment Directions, as the case may be; (ii) failing to follow a Disposition Instruction or Investment Direction originated by the Secured Party (A) before the Outside Time, (B) that requires the disposition of the funds in the Deposit Account by a method not available to the Debtor or Servicer under the Deposit-related Agreements, (C) that the Bank determines would result in the Bank’s failing to comply with a statute, rule or regulation, or an Order or Process, binding upon the Bank, (D) that requires the disposition of funds that are not immediately available in the Deposit Account, (E) that, unless otherwise set forth in the Specific Terms, directs the disposition of less than all the funds in the Deposit Account or directs that the funds be sent to more than one recipient, or (F) for which the Bank has not received evidence reasonably required by the Bank as to the authority of the person giving the Disposition Instruction or Investment Direction, as the case may be, to act for the Secured Party; (iii) complying with the DebtorServicer’s Disposition InstructionsInstructions or Investment Directions, or otherwise completing a transaction involving the Deposit Account, that the Bank or an affiliate had started to process before the Outside Time (provided, however, that, to the extent reasonably practicable, the Bank shall attempt to stop any such processing following the Outside Time); or (iv) after the Bank becomes aware that the Secured Party has sent the Initial Instruction, but before the Outside Time, complying with the Initial Instruction or Instruction, a Disposition Instruction or Investment Direction originated by the Secured Party, notwithstanding any fact or circumstance and even if the Initial Instruction (A) has not been actually received at the address specified in the ExhibitInitial Instruction, (B) fails to have attached to it a copy of this Agreement as fully executed, or (C) is not completed or otherwise fails to be in the form of Initial Instruction set forth on the ExhibitExhibit “B”. (b) The Bank will not be liable to any other party for: (i) wrongful dishonor of any item as a result of the Bank following the Initial Instruction or any Disposition Instruction originated by the Secured Partyor any Investment Direction, (ii) failing to comply or delaying in complying with the Initial Instruction, any Disposition Instruction Instruction, any Investment Direction or any provision of this Agreement due to a computer malfunction, interruption of communication facilities, labor difficulties, act of God, war, terrorist attack, or other cause, in each case beyond the Bank’s reasonable control, (iii) any other Claim, except to the extent directly caused by the Bank’s gross negligence or willful misconduct, or (iv) any indirect, special, consequential or punitive damagesdamages (including, but not limited to, loss of profit); irrespective of whether the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Bank will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Bank will have no duties to the Secured Party except as expressly set forth in this Agreement. The Bank will have no duty to inquire into or determine the existence or enforceability of the Debtor’s obligations to the Secured Party or whether, under any separate agreement between the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor Servicer may originate a Disposition Instruction or any Investment Direction or the Secured Party may originate the Initial Instruction, any Disposition Instruction or any Investment Direction. (d) The Bank’s duties hereunder are only those specifically provided herein and are intended to be administrative and custodial in nature. No implied covenants or obligations of the Bank shall be read into this Agreement. The Bank has no obligation to ensure the sufficiency of this Agreement or the arrangements described hereunder to satisfy any objectives of the Servicer, Debtor or Secured Party. (e) The Bank may, at Servicer’s expense before the Outside Time and at Secured Party’s expense after the Outside Time, consult with, and obtain advice from, legal counsel as to the construction and administration of any of the provisions of this Agreement, and shall incur no liability in acting in good faith in accordance with the advice and opinion of such counsel as it may select in its reasonable judgment. (f) The Bank shall not be called upon to advise any party as to taking or refraining from taking any action with respect to any funds deposited in the Deposit Account. (g) No provision of this Agreement, the Initial Instruction, any Disposition Instruction, any Investment Direction or any other document or instrument shall require the Bank to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Bank shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. (h) The Bank shall not be responsible for or in respect of and makes no representation as to the due execution hereof by the Servicer, the Secured Party or the Debtor or for the form, character, genuineness, sufficiency, value or validity of any of the property in the Deposit Account and the Bank shall in no event, by entering into and performing or not performing under this Agreement, assume or incur any liability, duty or obligation to any individual or entity, other than as expressly provided for herein and, solely with respect to the Debtor and Servicer, as may be further provided in the Deposit-related Agreements. (i) The Bank shall not be liable for the default or misconduct of the Secured Party, the Debtor, the Servicer or any other entity or individual and the Bank shall be entitled to rely, in good faith, exclusively, without investigation or other action on its part, on directions, notices, advice and calculations received from the Servicer, the Debtor or Secured Party pursuant to this Agreement and such reliance shall not constitute negligence or misconduct in connection with the Bank’s handling of funds or otherwise, and the Bank shall not be personally liable or accountable to any individual or entity, under such circumstances, by reason of such reliance. (j) The Bank shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of the Servicer, the Secured Party or Debtor, unless the Servicer, the Secured Party or Debtor, as applicable, has or has offered to the Bank security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by the Bank therein or thereby. (k) The Bank shall not have any duty or obligation to manage, control, prepare, file or maintain any report, license or registration, use, sell, invest, dispose of or otherwise deal with the assets in the Deposit Account, or otherwise to take or refrain from taking any action under or in connection with this Agreement, except as expressly required hereby and by the Deposit-related Agreements. (l) The Bank shall be under no obligation to appear in, prosecute or defend any action, or to take any other action other than the giving of notices, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such security and indemnity against such expense or liability as it may reasonably require. (m) Whenever the Bank is unable to decide between alternative courses of action permitted or required by the terms of this Agreement, is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, or otherwise determines instruction to be necessary or desirable, the Bank shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Servicer, if before the Outside Time, or to the Secured Party if after the Outside Time, requesting instruction as to the course of action to be adopted, and, to the extent the Bank acts in good faith in accordance with any such instruction received from the Servicer if before the Outside Time, or the Secured Party if after the Outside Time, as the case may be, the Bank shall not be liable on account of such action to any individual or entity. If the Bank shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement, and the Bank shall have no liability to any individual or entity for any such action or inaction. Nothing in the foregoing shall be deemed to limit the agreement of the parties in Section 3 of the General Terms that the Bank will comply with the Initial Instruction and with any Disposition Instructions originated by the Secured Party, in each case without the Debtor’s or Servicer’s further consent.

Exculpation of the Bank. (a) Notwithstanding At all times the Bank shall be entitled to rely upon any communication that the Bank shall receive from (or shall believe in good faith to be from) the Company in connection with the Deposit Agreement and this Agreement. At all times the Bank shall be entitled to rely upon any communication that the Bank shall receive from (or shall believe in good faith to be from) the Secured Party in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Secured Party for the Bank’s agreements in Sections 2 and 3, the Bank will not be liable to any other party for: : (i) either failing not honoring or following any instruction that the Bank shall receive from (or shall believe in good faith to follow an Initial Instruction that (Abe from) is not in the form Secured Party prior to the implementation of a Notice by the Exhibit, (B) does not specify the address to which the Initial Instruction was to have been sent, (C) is not otherwise completed, Bank or (D) does not have attached to it a copy of this Agreement as fully executed or, as a result following implementation of any such defect in Rescission of Notice by the Initial Instruction, continuing to comply with the Debtor’s Disposition Instructions; Bank; (ii) failing honoring or following any instruction the Bank shall receive from (or shall believe in good faith to follow a Disposition Instruction originated by be from) the Secured Party in accordance with this Agreement; (Aiii) before honoring or following any instruction the Outside Time, Bank shall receive from (Bor shall believe in good faith to be from) that requires the disposition of the funds Company in the Deposit Account by a method not available accordance with this Agreement prior to the Debtor under implementation of a Notice by the Deposit-related Agreements, Bank or after the implementation of a Rescission of Notice by the Bank; or (Civ) not honoring or following any instruction that the Bank determines would result shall receive from (or shall believe in good faith to be from) the Bank’s failing to comply with Company after implementation of a statute, rule or regulation, or an Order or Process, binding upon the Bank, (D) that requires the disposition of funds that are not immediately available in the Deposit Account, (E) that, unless otherwise set forth in the Specific Terms, directs the disposition of less than all the funds in the Deposit Account or directs that the funds be sent to more than one recipient, or (F) for which the Bank has not received evidence reasonably required Notice by the Bank as or prior to the authority implementation of a Rescission of Notice by the person giving Bank. The Bank shall not be responsible for the Disposition Instruction to act for validity, priority or enforceability of the Secured Party; (iii) complying with the Debtor’s Disposition Instructionssecurity interest in any Account Collateral, or otherwise completing a transaction involving the Deposit Account, that nor shall the Bank be responsible to have any knowledge of or an affiliate had started to process before for any enforcement of any agreement between the Outside Time; or (iv) after the Bank becomes aware that the Secured Party has sent the Initial Instruction, but before the Outside Time, complying with the Initial Instruction or a Disposition Instruction originated by Company and the Secured Party, notwithstanding any fact or circumstance and even if the Initial Instruction (A) has not been actually received at the address specified in the Exhibit, (B) fails to have attached to it a copy of this Agreement as fully executed, or (C) is not completed or otherwise fails to be in the form of Initial Instruction set forth on the Exhibit. (b) The Bank will not shall be liable to any other party for: (iresponsible only for the actual loss that a court having jurisdiction over the Account(s) wrongful dishonor of any item as a result of the Bank following the Initial Instruction or any Disposition Instruction originated shall have determined had been incurred by the Company or the Secured Party, (ii) failing to comply or delaying in complying with the Initial Instruction, any Disposition Instruction or any provision of this Agreement due to a computer malfunction, interruption of communication facilities, labor difficulties, act of God, war, terrorist attack, or other cause, in each case beyond the Bank’s reasonable control, (iii) any other Claim, except to the extent directly Party and caused by the Bank’s gross negligence or willful misconduct, or (iv) any indirect, special, consequential or punitive damages. (c) The Bank will have no fiduciary duties misconduct in its performance of its obligations under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Bank will have no duties to the Secured Party except as expressly set forth in this Agreement. The Bank will shall have no duty to inquire into liability for failure of, or determine delay in, its performance under this Agreement resulting from any “act of God”, war or terrorism, fire, other catastrophe or force majeure, electrical or computer or telecommunications failure, any event beyond the existence or enforceability control of the Debtor’s obligations Bank, or fraud committed by any third party. Nothing in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between the Bank and the Company or between the Bank and the Secured Party. Except as specifically required by this Agreement or the Deposit Agreement or applicable law, the Bank shall have no obligation whatsoever to the Company in connection with the subject matter of this Agreement. Except as specifically required by this Agreement or applicable law, the Bank shall have no obligation whatsoever to the Secured Party or whether, under any separate agreement between in connection with the Debtor and the Secured Party, the Debtor’s obligations to the Secured Party are in default, the Debtor may originate a Disposition Instruction or the Secured Party may originate the Initial Instruction or any Disposition Instructionsubject matter of this Agreement.