Common use of Standards of Care Clause in Contracts

Standards of Care. If any portion of the Collateral shall be transferred to or registered in the name of the Secured Party or of any nominee of The Secured Party or shall be in the possession or under the control of the Secured Party, the Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of such portion of the Collateral. If, subject to the following sentence, it (a) accords such portion of the Collateral treatment substantially equal to the treatment that it accords its own assets of a similar nature or (b) takes such action in the custody or preservation of such portion of the Collateral as is reasonably specified in any notice delivered or sent by any Debtor and received by it in a reasonable time to evaluate and take such action; provided, however, that (i) any failure by the Secured Party to take such action shall not of itself be deemed to be a failure to exercise such reasonable care and (ii) in no event shall the Secured Party be obligated to take such action if it determines at its sole option that doing so would or might have any adverse affect on the value of any of the Collateral as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. In no event shall the Secured Party be obligated to (a) preserve any right or remedy against any prior party obligated pursuant to any Chattel Paper or Instrument included in the Collateral, whether or not such Chattel Paper or Instrument is in the possession or under the control of the Secured Party, (b) ascertain any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any General Intangible, Instrument or Deposit Account included in the Collateral or provide to any Debtor any notice thereof, whether or not the Secured Party has knowledge thereof, or (c) provide to any Debtor any proxy statement, notice or other communication received by the Secured Party or by any nominee of the Secured Party and relating to any of the Collateral.

Standards of Care. If any portion of the a. Collateral shall be transferred Transferred to or registered Registered in the name Name of the Secured Party or Agent of any nominee of The Secured Party or shall be in the possession or under the control of the Secured Party, the . The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of such portion of the Collateral. If, subject to the following sentence, it (a) accords such portion any of the Collateral that is transferred to or registered in the name of the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party if (i) the treatment thereof by the Secured Party or such nominee, Securities Intermediary, Commodity Intermediary or other agent is substantially equal to the treatment that it accords its own by the Secured Party of assets of the Secured Party of a similar nature or (bii) the Secured Party takes such any action in the custody or preservation of such portion of the Collateral as is thereof reasonably specified by the Debtor in any a written notice delivered or sent by any Debtor and received by it the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (iA) any failure by the Secured Party to take such action shall not of itself be deemed to be a failure to exercise such reasonable care and care, (iiB) in no event shall the Secured Party be obligated to take such action if it the Secured Party determines at its sole option that doing so would or might have any adverse affect effect on the value of any of the Collateral as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. In Agreement and (C) in no event shall the Secured Party be obligated to (aI) preserve any right right, remedy or remedy power against any prior party obligated pursuant to any Chattel Paper or Instrument included in of the Collateral, whether or not such Chattel Paper or Instrument is in the possession or under the control of the Secured Party, (bII) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any General Intangible, Instrument or Deposit Account included in of the Collateral or provide to any Debtor any notice thereofCollateral, whether or not the Secured Party has knowledge thereof, or (cIII) provide to any the Debtor any statement, confirmation, notice, proxy statement, notice proxy or other communication received by the Secured Party or by any nominee nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral.

Standards of Care. If any portion of the (a) Collateral shall be transferred Transferred to or registered Registered in the name Name of the Secured Party or Agent of any nominee of The Secured Party or shall be in the possession or under the control of the Secured Party, the : The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of such portion any of the Collateral. IfCollateral that is transferred to or registered in the name of the Secured Party or any nominee, subject to Securities Intermediary, Commodity Intermediary or other agent of the following sentence, it Secured Party if (a) accords the treatment thereof by the Secured Party or such portion of the Collateral treatment nominee, Securities Intermediary, Commodity Intermediary or other agent is substantially equal to the treatment that it accords its own by the Secured Party of assets of the Secured Party of a similar nature or (b) the Secured Party takes such any action in the custody or preservation of such portion of the Collateral as is thereof reasonably specified by the Debtor in any a written notice delivered or sent by any Debtor and received by it the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (i) any failure by the Secured Party to take such action shall not of itself be deemed to be a failure to exercise such reasonable care and care, (ii) in no event shall the Secured Party be obligated to take such action if it the Secured Party determines at its sole option that doing so would or might is reasonably likely to have any material adverse affect effect on the value of any significant portion of the Collateral as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. In Agreement and (iii) in no event shall the Secured Party be obligated to (aA) preserve any right or remedy against any prior party obligated pursuant to any Chattel Paper or Instrument included in of the Collateral, whether or not such Chattel Paper or Instrument is in the possession or under the control of the Secured Party, (bB) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any General Intangible, Instrument or Deposit Account included in of the Collateral or provide to any Debtor any notice thereofCollateral, whether or not the Secured Party has knowledge thereof, or (cC) provide to any the Debtor any statement, confirmation, notice, proxy statement, notice proxy or other communication received by the Secured Party or by any nominee nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral.

Standards of Care. If any portion of the a. Collateral shall be transferred Transferred to or registered Registered in the name Name of the Secured Party or Agent of any nominee of The Secured Party or shall be in the possession or under the control of the Secured Party, the . The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of such portion of the Collateral. If, subject to the following sentence, it (a) accords such portion any of the Collateral that is transferred to or registered in the name of the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party if (i) the treatment thereof by the Secured Party or such nominee, Securities Intermediary, Commodity Intermediary or other agent is substantially equal to the treatment that it accords its own by the Secured Party of assets of the Secured Party of a similar nature or (bii) the Secured Party takes such any action in the custody or preservation of such portion of the Collateral as is thereof reasonably specified by the Debtor in any a written notice delivered or sent by any Debtor and received by it the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (iA) any failure by the Secured Party to take such action shall not of itself be deemed to be a failure to exercise such reasonable care and care, (iiB) in no event shall the Secured Party be obligated to take such action if it the Secured Party determines at its sole option that doing so would or might have any adverse affect effect on the value of any of the Collateral as security for the payment of the Obligations or otherwise be inconsistent or incompatible with any provision or purpose of this Agreement. In Agreement and (C) in no event shall the Secured Party be obligated to (aI) preserve any right or remedy against any prior party obligated pursuant to any Chattel Paper or Instrument included in of the Collateral, whether or not such Chattel Paper or Instrument is in the possession or under the control of the Secured Party, (bII) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any General Intangible, Instrument or Deposit Account included in of the Collateral or provide to any Debtor any notice thereofCollateral, whether or not the Secured Party has knowledge thereof, or (cIII) provide to any the Debtor any statement, confirmation, notice, proxy statement, notice proxy or other communication received by the Secured Party or by any nominee nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral.