Common use of Standards of Care Clause in Contracts

Standards of Care. a. Collateral Transferred to or Registered in Name of Secured Party or Agent of Secured Party. The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of 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 by the Secured Party of assets of the Secured Party of a similar nature or (ii) the Secured Party takes any action in the custody or preservation thereof reasonably specified by the Debtor in a written notice received by the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (A) any failure to take such action shall not of itself be deemed to be a failure to exercise such reasonable care, (B) in no event shall the Secured Party be obligated to take such action if the Secured Party determines that doing so would or might have any adverse effect on the value of any of the Collateral or otherwise be incompatible with any provision or purpose of this Agreement and (C) in no event shall the Secured Party be obligated to (I) preserve any right, remedy or power against any prior party obligated pursuant to any of the Collateral, whether or not in the possession or under the control of the Secured Party, (II) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any of the Collateral, whether or not the Secured Party has knowledge thereof, or (III) provide to the Debtor any statement, confirmation, notice, proxy statement, proxy or other communication received by the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral.

Standards of Care. a. If any portion of the Collateral Transferred shall be transferred to or Registered registered in Name the 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 any such portion of the Collateral. If, subject to the following sentence, it (a) accords such portion 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 by the Secured Party of that it accords its own assets of the Secured Party of a similar nature or (iib) the Secured Party takes any such action in the custody or preservation thereof of such portion of the Collateral as is reasonably specified in any notice delivered or sent by the any Debtor in a written notice and received by the Secured Party it in a reasonable time to evaluate and take such action; provided, however, that (Ai) 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, care and (Bii) in no event shall the Secured Party be obligated to take such action if the Secured Party it determines at its sole option that doing so would or might have any adverse effect 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 and (C) in Agreement. In no event shall the Secured Party be obligated to (Ia) preserve any right, right or remedy or power against any prior party obligated pursuant to any of 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, (IIb) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any of General Intangible, Instrument or Deposit Account included in the CollateralCollateral or provide to any Debtor any notice thereof, whether or not the Secured Party has knowledge thereof, or (IIIc) provide to the any Debtor any statement, confirmation, notice, proxy statement, proxy notice or other communication received by the Secured Party or by any nominee, Securities Intermediary, Commodity Intermediary or other agent nominee of the Secured Party and relating to any of the Collateral.

Standards of Care. a. If any portion of the Collateral Transferred shall be transferred to or Registered registered in Name the 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 any such portion of the Collateral that is transferred if, subject to or registered in the name following sentence, it (a) accords such portion of the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party if (i) the Collateral treatment thereof by the Secured Party or such nominee, Securities Intermediary, Commodity Intermediary or other agent is substantially equal to the treatment by the Secured Party of that it accords its own assets of the Secured Party of a similar nature or (iib) the Secured Party takes any such action in the custody or preservation thereof of such action of the Collateral as is reasonably specified in any notice delivered or sent by the any Debtor in a written notice and received by the Secured Party it in a reasonable time to evaluate and take such action; provided, however, that (Ai) any failure by the Secured Party to take such action shall not of or itself be deemed to be a failure to exercise such reasonable care, care and (Bii) in no event shall the Secured Party be obligated to take such action if the Secured Party it determines at its sole option that doing so would or might have any adverse 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 and (C) in Agreement. In no event shall the Secured Party be obligated to to (Ia) preserve any right, right or remedy or power against any prior party obligated pursuant to any of Chattel Paper, Investment Property or Instrument included in the Collateral, whether or not such Chattel Paper, Investment Property or Instrument is in the possession or under the control of the Secured Party, (IIb) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any of Investment Property or Deposit Account included in the CollateralCollateral or provide to any Debtor any notice thereof, whether or not the Secured Party has knowledge thereof, or (IIIc) provide to the any Debtor any statement, confirmation, notice, proxy statement, proxy notice or other communication received by the Secured Party or by any nominee, Securities Intermediary, Commodity Intermediary or other agent nominee of the Secured Party and relating to any of the Collateral.

Standards of Care. a. (a) Collateral Transferred to or Registered in Name of Secured Party or Agent of Secured Party. : The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of 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 (ia) the treatment thereof by the Secured Party or such nominee, Securities Intermediary, Commodity Intermediary or other agent is substantially equal to the treatment by the Secured Party of assets of the Secured Party of a similar nature or (iib) the Secured Party takes any action in the custody or preservation thereof reasonably specified by the Debtor in a written notice received by the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (Ai) any failure to take such action shall not of itself be deemed to be a failure to exercise such reasonable care, (Bii) in no event shall the Secured Party be obligated to take such action if the Secured Party determines that doing so would or might is reasonably likely to have any material adverse effect on the value of any significant portion of the Collateral or otherwise be incompatible with any provision or purpose of this Agreement and (Ciii) in no event shall the Secured Party be obligated to (IA) preserve any right, right or remedy or power against any prior party obligated pursuant to any of the Collateral, whether or not in the possession or under the control of the Secured Party, (IIB) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any of the Collateral, whether or not the Secured Party has knowledge thereof, or (IIIC) provide to the Debtor any statement, confirmation, notice, proxy statement, proxy or other communication received by the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral. (b) Actions and Omissions by Secured Party or Agent of Secured Party: Neither the Secured Party nor any director, officer, employee, accountant, attorney or other agent of the Secured Party shall be liable for any action taken or not taken, whether in exercising or refraining from exercising any right or remedy pursuant to this Agreement or arising or accruing as a result of this Agreement or otherwise, with respect to any of the Collateral (including, but not limited to, any liability for loss of, damage to or decrease in the value of any of the Collateral) except to the extent caused by his, her or its gross negligence, bad faith or willful misconduct.

Standards of Care. a. Collateral Transferred to or Registered in Name of Secured Party or Agent of Secured Party. The Secured Party shall be deemed to have exercised reasonable care in the custody or preservation of 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 by the Secured Party of assets of the Secured Party of a similar nature or (ii) the Secured Party takes any action in the custody or preservation thereof reasonably specified by the Debtor in a written notice received by the Secured Party in a reasonable time to evaluate and take such action; provided, however, that (A) any failure to take such action shall not of itself be deemed to be a failure to exercise such reasonable care, (B) in no event shall the Secured Party be obligated to take such action if the Secured Party determines that doing so would or might have any adverse effect on the value of any of the Collateral or otherwise be incompatible with any provision or purpose of this Agreement and (C) in no event shall the Secured Party be obligated to (I) preserve any right, right or remedy or power against any prior party obligated pursuant to any of the Collateral, whether or not in the possession or under the control of the Secured Party, (II) ascertain or notify the Debtor of any maturity, call, exchange, conversion, redemption, offer, tender or similar matter relating to any of the Collateral, whether or not the Secured Party has knowledge thereof, or (III) provide to the Debtor any statement, confirmation, notice, proxy statement, proxy or other communication received by the Secured Party or any nominee, Securities Intermediary, Commodity Intermediary or other agent of the Secured Party and relating to any of the Collateral.