Common use of Preservation of the Collateral Clause in Contracts

Preservation of the Collateral. The Lender may, but is not required, to take such actions from time to time as the Lender deems appropriate to maintain or protect the Collateral. The Lender shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender takes such action as the Borrowers shall reasonably request in writing which is not inconsistent with the Lender’s status as a secured party, but the failure of the Lender to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender’s responsibility for the safekeeping of the Collateral shall (i) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender accords its own property, and (ii) not extend to matters beyond the control of the Lender, including, without limitation, acts of God, war, insurrection, riot or governmental actions. In addition, any failure of the Lender to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Borrowers, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Borrowers shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrowers and the Lender in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrowers represent to, and covenant with, the Lender that the Borrowers have made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrowers agree that the Lender shall have no responsibility or liability for informing the Borrowers of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

Preservation of the Collateral. The Lender may, but is not required, to take such actions from time to time as the Lender reasonably deems appropriate to maintain or protect the Collateral. The Lender shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender takes such action as the Co-Borrowers shall reasonably request in writing which is not inconsistent with the Lender’s 's status as a secured party, but the failure of the Lender to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender’s 's responsibility for the safekeeping of the Collateral shall (ia) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender accords its own property, and (iib) not extend to matters beyond the control of the Lender, including, without limitation, including acts of God, war, insurrection, riot or governmental actions. In addition, any failure of the Lender to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Co-Borrowers, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Co-Borrowers shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Co-Borrowers and the Lender in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Co-Borrowers represent to, and covenant with, the Lender that the Co-Borrowers have made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Co-Borrowers agree that the Lender shall have no responsibility or liability for informing the Co-Borrowers of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.. LOAN AND SECURITY AGREEMENT - Page19 70352.000002 EMF_US 26692578v13

Preservation of the Collateral. The Lender Administrative Agent may, but is not required, to take such actions from time to time as the Lender Administrative Agent deems appropriate to maintain or protect the Collateral. The Lender Administrative Agent shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender Administrative Agent takes such action as the Borrowers Debtor shall reasonably request in writing which is not inconsistent with the Lender’s Administrative Agent 's status as a secured party, but the failure of the Lender Administrative Agent to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender’s Administrative Agent 's responsibility for the safekeeping of the Collateral shall (i) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender Administrative Agent accords its own property, and (ii) not extend to matters beyond the control of the LenderAdministrative Agent , including, without limitation, including acts of God, war, insurrection, riot or governmental actions. In addition, any failure of the Lender Administrative Agent to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the BorrowersDebtor, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Borrowers Debtor shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrowers Debtor and the Lender Administrative Agent in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrowers represent Debtor represents to, and covenant covenants with, the Lender Administrative Agent that the Borrowers have Debtor has made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, including rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrowers agree Debtor agrees that the Lender Administrative Agent shall have no responsibility or liability for informing the Borrowers Debtor of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

Preservation of the Collateral. The Lender Lenders may, but is are not required, to take such actions from time to time as the Lender Administrative Agent deems appropriate to maintain or protect the Collateral. The Lender Lenders shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender takes Lenders take such action as the Borrowers Borrower shall reasonably request in writing which is not inconsistent with the Lender’s Lenders’ status as a secured party, but the failure of the Lender Lenders to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the a Lender’s responsibility for the safekeeping of the Collateral shall (i) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender accords its own property, and (ii) not extend to matters beyond the control of the LenderLenders, including, without limitation, acts of God, war, insurrection, riot or governmental actions. In addition, any failure of the Lender Lenders to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the BorrowersBorrower, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Borrowers Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrowers Borrower and the Lender Lenders in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrowers represent Borrower represents to, and covenant covenants with, the Lender Lenders that the Borrowers have Borrower has made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrowers agree Borrower agrees that the Lender Lenders shall have no responsibility or liability for informing the Borrowers Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.

Preservation of the Collateral. The Lender may, but is not requiredrequired to, to take such actions action from time to time as the Lender deems appropriate to maintain or protect the Collateral. The Lender shall have exercised reasonable care in the custody and preservation of the Collateral if the Lender takes such action as the Borrowers Borrower shall reasonably request in writing which is not inconsistent with the Lender’s 's status as a secured party, but the failure of the Lender to comply with any such request shall not be deemed a failure to exercise reasonable care; provided, however, the Lender’s 's responsibility for the safekeeping of the Collateral shall (ia) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which the Lender accords its own property, and (iib) not extend to matters beyond the reasonable control of the Lender, including, without limitation, acts of God, war, insurrection, riot or governmental actions. In addition, any failure of the Lender to preserve or protect any rights with respect to the Collateral against claims of prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the BorrowersBorrower, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Borrowers Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrowers Borrower and the Lender in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrowers represent Borrower represents to, and covenant covenants with, the Lender that the Borrowers have Borrower has made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrowers agree Borrower agrees that the Lender shall have no responsibility or liability for informing the Borrowers Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.