Common use of Default by Borrower Clause in Contracts

Default by Borrower. Bank shall have no responsibility or liability to Lender or Agent for any breach of any obligation by any Borrower under or in connection with any Borrowing Agreement relating to such borrowing or in any other way in respect of any Loan except to the extent the breach by Borrower is the direct result of or is directly caused by the failure to exercise reasonable care, bad faith, negligence, fraud, or willful misconduct of Bank. In particular, and without limiting the generality of the foregoing, Bank shall have no responsibility or liability in respect of any failure by a Borrower to perform its obligation to return any Security on Loan, to post initial Collateral or Additional Collateral for any Loan, or to make any payment in respect of any Distribution on Securities on Loan or with respect to any sale fail if compensation is owed by Lender on account of a failure by a Borrower (or Agent) to return securities in a timely manner; except to the extent the failure by the Borrower (or Agent) is the direct result of or is directly caused by the negligence, failure to exercise reasonable care, fraud, bad faith or willful misconduct on the part of the Bank.