Common use of Liability of Agent; Indemnification Clause in Contracts

Liability of Agent; Indemnification. a. Subject to the limitations contained in Section 5 of this Agency Agreement, the Agent agrees to indemnify and hold harmless each Lender from and against damages, losses, costs and fees incurred by the Lender that result from the Agent’s negligence, wilful misconduct or fraud performing its duties hereunder. b. If there occurs an event of default by the Borrower under a Lending Agreement, which is not a result of an error or omission of an administrative or operational nature and which event terminates a Loan, the Agent shall liquidate the Collateral for its use in connection with this indemnification and either: (i) replace the Loaned Securities or purchase “Equivalent Securities” as that term is defined in the relevant Lending Agreement; or (ii) pay an amount that is equal to the value of the Loaned Securities at the time at which the Loaned Securities were due to have been returned by the Borrower, or, if at such time a value is not determinable, the latest prior time at which a value is determinable. c. The respective Lender agrees to indemnify and hold harmless the Agent from and against any and all damages, losses, costs, Taxes (as hereinafter defined) and fees incurred by the Agent that result from: (i) any action taken or omitted to be taken by the Agent pursuant to the terms of this Agency Agreement, or the Lending Agreements; or (ii) as a consequence of carrying out any instructions of the Lender provided in accordance with Section 9 of this Agency Agreement, including, without limitation, instructions transmitted orally, by telephone, telex, facsimile transmission or any other means agreed to between the Lender and the Agent, except where the Agent is negligent or acts with willful misconduct in carrying out those instructions.

Liability of Agent; Indemnification. a. Subject Except as provided in Section 4.b of this Agency Agreement, and subject to the limitations contained in Section 5 of this Agency Agreement, the Agent agrees to indemnify and hold harmless each Lender from and against damages, losses, costs and fees incurred will not be liable for any loss or damage suffered by the Lender that result unless such loss or damage results from the Agent’s 's negligence, wilful willful misconduct or fraud performing its duties hereunder. b. If there occurs an event of default by the a Borrower fails to return Loaned Securities when required to do so under a Lending Agreement, which is not a result except in the case of an error or omission of an administrative or operational nature and which event terminates a Loandefault, the Agent shall liquidate such portion of the Collateral as is necessary for its use in connection with this indemnification and either: (i) replace the Loaned Securities and deliver them to the Lender or purchase “Equivalent Securities” for the Lender's account an equal quantity of securities of the same issue, type, class and series as that term is defined in of the relevant Lending AgreementLoaned Securities; or (ii) pay an amount that is equal to the value of the Loaned Securities at the time at which the Loaned Securities were due to have been returned by the Borrower, or, if at such time a value is not determinable, the latest prior time at which a value is determinable. c. The respective Lender agrees to indemnify and hold harmless the Agent from and against any and all damages, losses, costs, Taxes (as hereinafter defined) and fees incurred by the Agent that result from: (i) any action taken or omitted to be taken by the Agent pursuant to the terms of this Agency Agreement, Agreement (other than pursuant to Section 4.b hereof) or the Lending Agreements; or (ii) as a consequence of carrying out any instructions of the Lender provided in accordance with Section 9 of this Agency AgreementLender, including, without limitation, instructions transmitted orally, by telephone, telex, facsimile transmission or any other means agreed to between the Lender and the Agent, except where the Agent is negligent or acts with willful misconduct in carrying out those instructions.