Common use of Responsibility of the Custodian Bank Clause in Contracts

Responsibility of the Custodian Bank. (a) The Custodian Bank will not be liable for the acts or omissions of an Authorized Person for the Secured Party or an Authorized Person for the Administrator. As between the Custodian Bank and the Issuer, the Issuance Account Terms will apply with respect to any losses or liabilities of such Parties arising out of the Terms and Conditions of the Bonds or this Agreement. As between the Custodian Bank and the Secured Party, the Custodian Bank will not be liable for any act or omission taken by the Custodian Bank in good faith and without gross negligence, willful misconduct or bad faith on its part. For the avoidance of doubt, absent gross negligence, willful misconduct or bad faith, the Custodian Dank, in its capacity as Custodian Bank, shall have no responsibility or liability to the Secured Party for complying with instructions concerning the Issuance Account. (b) The Issuer hereby agrees to indemnify and hold harmless the Custodian Bank from and against any loss, expense, damage, liability or claim (including documented reasonable attorney's fees) which may be suffered or incurred by the Custodian Bank as a result of the Custodian Bank's compliance with the requirements of this Agreement, except as may be caused by the Custodian Bank's gross negligence, willful misconduct or bad faith. This indemnity shall be a continuing obligation of the Issuer and its successors and assigns, notwithstanding the termination of this Agreement. (c) The Secured Party hereby agrees to release and discharge the Custodian Bank from and against any loss, expense, damage, liability or claim (including attorney's fees) which may be suffered or incurred by the Secured Party as a result of the Custodian Bank compliance with this Agreement, except as may be caused by the Custodian Banks's gross negligence, willful misconduct or bad faith. (d) In no event shall any party hereto be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement unless caused by gross negligence, willful misconduct or bad faith of such party. (e) The Custodian Bank hereby confirms that the Issuance Account has been established as set forth in Section 2 hereof and will be maintained in the manner set forth herein until this Agreement is terminated. The Custodian Bank will not change the name of the Issuance Account without the prior written consent of the Issuer and the Secured Party.

Responsibility of the Custodian Bank. (a) The Custodian Bank will not be liable for the acts or omissions of an Authorized Person for the Secured Party or an Authorized Person for the Administrator. As between the Custodian Bank and the Issuer, the Issuance Account Terms will apply with respect to any losses or liabilities of such Parties arising out of the Terms and Conditions of the Bonds or this Agreement. As between the Custodian Bank and the Secured Party, the Custodian Bank will not be liable for any act or omission taken by the Custodian Bank in good faith and without gross negligence, willful misconduct or bad faith on its part. For the avoidance of doubt, absent gross negligence, willful misconduct or bad faith, the Custodian Dank, in its capacity as Custodian Bank, shall have no responsibility or liability to the Secured Party for complying with instructions concerning the Issuance Account. (b) The Issuer hereby agrees to indemnify and hold harmless the Custodian Bank from and against any loss, expense, damage, liability or claim (including documented reasonable attorney's fees) which may be suffered or incurred by the Custodian Bank as a result of the Custodian Bank's compliance with the requirements of this Agreement, except as may be caused by the Custodian Bank's gross negligence, willful misconduct or bad faith. This indemnity shall be a continuing obligation of the Issuer and its successors and assigns, notwithstanding the termination of this Agreement. (c) The Secured Party hereby agrees to release and discharge the Custodian Bank from and against any loss, expense, damage, liability or claim (including attorney's fees) which may be suffered or incurred by the Secured Party as a result of the Custodian Bank compliance with this Agreement, except as may be caused by the Custodian BanksXxxxx's gross negligence, willful misconduct or bad faith. (d) In no event shall any party hereto be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement unless caused by gross negligence, willful misconduct or bad faith of such party. (e) The Custodian Bank hereby confirms that the Issuance Account has been established as set forth in Section 2 hereof and will be maintained in the manner set forth herein until this Agreement is terminated. The Custodian Bank will not change the name of the Issuance Account without the prior written consent of the Issuer and the Secured Party.