Common use of Indemnification of Lender in respect of Distributions Clause in Contracts

Indemnification of Lender in respect of Distributions. If the Borrower in respect of any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to deliver any non-cash Distributions with respect to Securities on Loan as and when requested to do so by Bank as provided in Section 5(f) hereof (the “Due Date”), then Bank shall, at Bank’s expense, make best reasonable efforts to purchase replacement Securities of same issue, type, class, and series as the non-delivered Securities (“Replacement Securities”) within five Business Days of the Due Date or such other period as Bank and Lender may agree (the “Purchase Period”) and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter. In the event that Bank is unable to purchase Replacement Securities and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter, Bank shall notify Lender in writing at the expiration of the Purchase Period, and, at Bank’s expense, either (i) Lender shall purchase Replacement Securities for Lender’s Account as soon as such purchase is practicable (but in no event later than five Business Days after the expiration of the Purchase Period or such other period as Bank and Lender may agree (“Lender’s Purchase Period”) or (ii) if Lender concludes that a purchase of replacement Securities is not in the best interests of Lender’s shareholders or if Lender’s Purchase Period has expired, then Lender shall instruct Bank to credit Lender’s Account with an amount in Dollars equal to the Market Value of the Replacement Securities on the Due Date (including, without limitation, brokerage expenses, transaction-related expenses, any fines, penalties or other expenses borne by Lender for Borrower’s failure to deliver any replacement Securities on the Due Date, and (1) in the case of debt Securities, accrued interest up to and including the date on which Bank credits Lender’s Account with such amounts and (2) in the case of equity Securities, the amount of any dividends or other payments up to and including the date on which Bank credits Lender’s Account with such amounts).

Indemnification of Lender in respect of Distributions. If the Borrower in respect of any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to deliver any non-cash Distributions with respect to Securities on Loan as and when requested to do so by Bank Chase as provided in Section 5(f) hereof (the “Due Date”)hereof, then Bank Chase shall, at Bank’s expenseits expense (subject to Sections 7c(ii) and 7(d) hereof), make best as soon as practicable, use reasonable commercial efforts to purchase obtain replacement Securities securities of the same issue, type, class, and type or series as the non-delivered Securities (“Replacement Securities”) within five Business Days Distribution for crediting to the Account. If, upon completion of the Due Date or one settlement cycle for such other period as Bank securities, Chase has been unable to obtain replacement securities, Chase shall so notify Lender and Lender may agree (the “Purchase Period”) and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter. In the event that Bank is unable to purchase Replacement Securities and deposit such Replacement Securities to Lender’s Account as soon as practicable thereafter, Bank shall notify Lender then advise Chase in writing at the expiration of the Purchase Periodwhether it wishes Chase to continue to attempt to obtain replacement securities or, andinstead, at Bank’s expense, either (i) Lender shall purchase Replacement Securities for Lender’s Account as soon as such purchase is practicable to promptly credit (but in no event later than five one Business Days Day after the expiration of the Purchase Period or such other period as Bank and Lender may agree (“notice) Lender’s Purchase Period”) or (ii) if Lender concludes that a purchase of replacement Securities is not in the best interests of Lender’s shareholders or if Lender’s Purchase Period has expired, then Lender shall instruct Bank to credit Lender’s Account with an amount 's account in Dollars equal to with the Market Value of such Securities as of such date (with the Replacement date on which such credit is made being the "Credit Date"). If Lender advises Chase to continue to attempt to obtain the securities, Chase shall continue to do so until the date on which Lender advises Chase in writing to cease such attempts, it being understood and agreed that Lender will, in its discretion, consider so advising Chase 90 days after the date that Borrower has failed to deliver the non-cash Distribution. Upon ceasing to attempt to obtain replacement securities, Chase shall credit Lender's account in the manner contemplated by the preceding sentence. (c) Indemnification of Lender in respect of Securities. (i) If the Borrower in respect of any Loan of Securities effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan to Chase for the Due Account when due thereunder, which is the date an Event of Default shall have occurred under the applicable MSLA (the "Return Date"), then Chase shall, at its expense (subject to Sections 7c(ii) and 7(d) hereof), as soon as practicable, use reasonable commercial efforts to obtain replacement Securities of the same issue, type, class and series for crediting to the Account. If, upon the completion of one settlement cycle for such Securities, Chase has been unable to obtain replacement Securities, Chase shall so notify Lender and Lender shall then advise Chase in writing of whether it wishes Chase to continue to attempt to obtain replacement Securities or, instead, to promptly credit (but in no event later than one Business Day after such notice) Lender's account in Dollars with the Market Value of such Securities as of the Credit Date (including, without limitation, brokerage expenses, transaction-related expenses, any fines, penalties or other expenses borne by Lender for Borrower’s failure to deliver any replacement Securities including all distributions on the Due DateSecurities up to and including the Credit Date and, and (1) in the case of debt Securities, accrued interest up to and including the date on which Bank credits Lender’s Account with such amounts and (2) in Credit Date). If Lender advises Chase to continue to attempt to obtain the case of equity subject Securities, the amount of any dividends or other payments up Chase shall continue to and including do so until the date on which Bank credits Lender advises Chase in writing to cease such attempts, it being understood and agreed that Lender will, in its discretion, consider so advising Chase 90 days after the Return Date for such Securities. Upon ceasing to attempt to obtain replacement Securities, Chase shall credit Lender’s Account 's account in the manner contemplated by the preceding sentence. (ii) In connection with (i) above, if the Market Value of the Cash Collateral at the time of default by the Borrower on a Credit Date is less than that which is required to purchase replacement securities or to credit the Lender's account with the Market Value in Dollars of the Securities on Loan as a result of a decrease in the Market Value of Authorized Investments, Chase shall not be responsible for that decrease and shall deposit replacement securities or credit Lender's account, with the Market Value of such amountsSecurities on Loan only up to an amount equal to the Market Value of Authorized Investments. (iii) Chase shall indemnify Lender and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur to the extent that Chase's negligence or willful default results in a Lender Event of Default under the applicable MSLA. In addition, Chase shall indemnify Lender and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, resulting from buy-ins and other broker claims in connection with the sale of Securities that are not timely returned, provided that Chase shall not be required to so indemnify Lender to the extent that Lender's failure to provide timely notice or Lender's negligence has directly caused such damages. (d).