Common use of Responsibility of the Bank Clause in Contracts

Responsibility of the Bank. The Bank shall have no responsibility or liability to the Secured Party for executing settlements of Financial Assets held in the Account at the direction of an Authorized Person of the Customer, or complying with Entitlement Orders or other directions concerning the Account from an Authorized Person of the Customer which are received by the Bank before the Bank has received, and had a reasonable opportunity to comply with, a Notice of Exclusive Control. The Bank shall have no responsibility or liability to the Customer for complying with a Notice of Exclusive Control or complying with Entitlement Orders or other directives concerning the Account originated by the Secured Party following the Bank’s receipt of a Notice of Exclusive Control. The Bank shall have no duty to investigate or make any determination as to whether a default exists under any agreement between the Customer and the Secured Party and shall comply with a Notice of Exclusive Control even if it believes that no such default exists. This Agreement does not create any obligation or duty for the Bank other than those expressly set forth herein.

Responsibility of the Bank. The Bank shall have no responsibility or liability to the Secured Party for executing settlements of Financial Assets held in the Account at the direction of an Authorized Person of the CustomerCustomer or its authorized representatives, or complying with Entitlement Orders or other directions concerning the Account from an Authorized Person of the Customer or its authorized representatives, which are received by the Bank before the Bank has received, and had a reasonable opportunity to comply with, a Notice of Exclusive ControlControl or other conflicting Entitlement Order or other directives delivered by the Secured Party. The Bank shall have no responsibility or liability to the Customer for complying with a Notice of Exclusive Control or complying with Entitlement Orders or other directives concerning the Account originated by the Secured Party following the Bank’s receipt of a Notice of Exclusive ControlOrders. The Bank shall have no duty to investigate or make any determination as to whether a default exists under any agreement between the Customer and the Secured Party and shall comply with a Notice of Exclusive Control or Secured Party Orders even if it believes that no such default exists. This Agreement does not create any obligation or duty for the Bank other than those expressly set forth herein.