Exculpation of the Bank. (a) 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: (i) not honoring or following any instruction that the Bank shall receive from (or shall believe in good faith to be from) the Secured Party prior to the implementation of a Notice by the Bank or following implementation of any Rescission of Notice by the Bank; (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Secured Party in accordance with this Agreement; (iii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement prior to the implementation of a Notice by the Bank or after the implementation of a Rescission of Notice by the Bank; or (iv) not honoring or following any instruction that the Bank shall receive from (or shall believe in good faith to be from) the Company after implementation of a Notice by the Bank or prior to the implementation of a Rescission of Notice by the Bank. The Bank shall not be responsible for the validity, priority or enforceability of the Secured Party’s security interest in any Account Collateral, nor shall the Bank be responsible to have any knowledge of or for any enforcement of any agreement between the Company and the Secured Party. (b) The Bank shall be responsible only for the actual loss that a court having jurisdiction over the Account(s) shall have determined had been incurred by the Company or the Secured Party and caused by the Bank’s gross negligence or willful misconduct in its performance of its obligations under this Agreement. The Bank shall have no liability for failure of, or 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 control of the 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 in connection with the subject matter of this Agreement.
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