Common use of GUARANTEE AND SUBROGATION Clause in Contracts

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when required, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "Replacement Period") to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then due. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then due, Bank shall, subject to satisfaction of Lender's obligations under Paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or payment. Purchases of Replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such efforts. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's obligations under Paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when required, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "“Replacement Period"”) to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "“Replacement Securities"”) and to the payment of any cash Distributions then due. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then due, Bank shall, subject to satisfaction of Lender's ’s obligations under Paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or payment. Purchases of Replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such efforts. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's ’s obligations under Paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when requiredSecurities, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "Replacement Period") to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then duereturned. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then duenot returned, Bank shall, subject to satisfaction of Lender's obligations under Paragraph paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or paymentreplacement. Purchases of Replacement replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, appropriate in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such effortssole discretion. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's obligations under Paragraph paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails for any reason to return any Loaned Securities or securities and any other Distributions Distribution then due when requiredrequired in accordance with the terms of the applicable Securities Borrowing Agreement, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "Replacement Period") to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then duereturned. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then duenot returned, Bank shall, subject to satisfaction of Lender's obligations under Paragraph paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or paymentreplacement. Purchases of Replacement replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, appropriate in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such effortssole discretion. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's obligations under Paragraph paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and provided Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank receives prompt notification pursuant to Paragraph 2(cparagraph 3(c) of this Article, and (iii) an amount equal Bank agrees to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following additional amounts that are equal to (i) any interest expense incurred by Lender which is directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs in cost or buy-in expenses actually incurred, incurred and directly attributable to the failure of a Borrower to return any Loaned Securities and Distributions then due when required and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributionsdirectly attributable to the failure of a Borrower to return such Loaned Securities.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when required, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "Replacement Period") to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then due. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then due, Bank shall, subject to satisfaction of Lender's obligations under Paragraph paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or payment. Purchases of Replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, appropriate in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such effortsdiscretion. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's obligations under Paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a4(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when requiredSecurities, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "“Replacement Period"”) to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then duereturned. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then duenot returned, Bank shall, subject to satisfaction of Lender's ’s obligations under Paragraph paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or paymentreplacement. Purchases of Replacement replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, appropriate in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such effortssole discretion. Replacement Securities shall be credited to the Account upon receipt by Bank. If Bank is unsuccessful in purchasing any Replacement replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's ’s obligations under Paragraph paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.

GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency or for any other reason a Borrower fails to return any Loaned Securities or any other Distributions due when required, Bank shall promptly notify Lender, if in its reasonable discretion, it believes that such notice is warranted and take all actions which it deems necessary or appropriate to liquidate Approved Investments and Collateral in connection with Loans to such Borrower and, unless advised by Lender to the contrary, shall make a reasonable effort for two Business Days (the "Replacement Period") to apply the proceeds thereof to the purchase of Securities identical to the Loaned Securities and non-cash Distributions (or the equivalent thereof in the event of a reorganization or recapitalization of the issuer) not returned (collectively, "Replacement Securities") and to the payment of any cash Distributions then due. If during the Replacement Period the Collateral liquidation proceeds are insufficient to replace any of the Loaned Securities and any Distributions then due, Bank shall, subject to satisfaction of Lender's obligations under Paragraph 2(c) of this Article, pay such additional amounts as are necessary to make such replacement or payment. Purchases of Replacement Securities by Bank shall be made only in such markets, in such manner and upon such terms as Bank shall consider appropriate, in its reasonable discretion and Bank shall make reasonable efforts to advise Lender of such efforts. Replacement Securities shall be credited to the Account upon receipt by Bank. , If Bank is unsuccessful in purchasing any Replacement Securities during the Replacement Period, the proceeds of the liquidation of Approved Investments and Collateral pursuant hereto shall be credited to the Account, and Bank shall, subject to satisfaction of Lender's obligations under Paragraph 2(c) of this Article, credit to the Account cash in an amount (if any) equal to (X) the Market Value of the Loaned Securities and Distributions not returned, minus (Y) the Collateral liquidation proceeds, such calculation to be made on the date of such credit. If following such crediting Lender purchases Replacement Securities within five Business Days of such crediting in the principal market, if any, in which the Securities regularly trade, or from any dealer who from time to time is an Approved Borrower under this Agreement or a similar agreement with Bank, the price paid by Lender on settlement of such purchase shall be deemed the Market Value for purposes of the prior sentence, and Bank shall adjust its credit to the Account accordingly. If Lender is unsuccessful in so purchasing any Replacement Securities during such five Business Day period following such crediting, Bank shall promptly purchase Replacement Securities upon its receipt from Lender of the following: (i) Written Instructions directing Bank to make such purchase, (ii) an amount equal to any unsatisfied demands previously made by the Bank pursuant to Paragraph 2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral liquidation proceeds credited to the Account and (B) any additional amounts credited to the Account pursuant to the second preceding sentence of this Paragraph, exclusive of cash Distributions not returned. In addition to any other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender the following amounts that are directly attributable to the failure of a Borrower to return any Loaned Securities and/or Distributions when required: (i) any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in expenses actually incurred, and (iii) the loss incurred by Lender on any cancelled sale of Loaned Securities and/or Distributions.