Common use of Responsibility of Bank Clause in Contracts

Responsibility of Bank. (1) Bank shall haveno responsibility or liability for anyinaccuracy, interruptionordelayintransmission and/or for claims occasioned by any circumstances, including any act or failure to act by a third person or entity, beyond Bank’s reasonable control unless caused by Bank’s gross negligence or willful misconduct. (2) Depositor will hold Bank harmless and indemnify Bank for any claims, demands, expenses (including but not limited to attorney’s fees and costs), loss or damage of any nature whatsoever arising directly or indirectly from any payment order issued by Depositor pursuant to the terms and conditions of this Agreement, any Amendment to this Agreement, or other matters related to this Agreement, except for liability of Depositor caused by the gross negligence or willful misconduct of Bank. In no event shall Bank be liable for, and Depositor hereby releases Bank and its correspondents and agents from liability for, any punitive, multiple, statutory, special, consequential or incidental damages, even if Bank has been informed of the possibility of such damages. (3) Depositor will assume full responsibility for all transfers executed by Bank in good faith, and in accordance with these procedures, agrees that Bank shall be conclusively deemed to have discharged its duty to act in good faith if it has followed the transfer procedures set forth in this Agreement, and agrees that Bank assumes no responsibility beyond its duty to exercise ordinary care. (4) Bank’s liability, if any exists, is discharged to the extent of any payment remitted to beneficiary from any source, including Depositor.