Common use of Dealings with the Collateral Clause in Contracts

Dealings with the Collateral. (a) With respect to the Inventory and Accounts, until and unless the Security Interest becomes enforceable, the Borrower may sell its Inventory and collect its Accounts in the ordinary course of its business; provided that, after the Security Interest becomes enforceable, all Accounts collected by the Borrower shall be immediately remitted to the Lender. Until remitted, all Accounts received by the Borrower shall be held by the Borrower as agent and in trust for the Lender. (b) With respect to the Securities, until and unless the Security Interest becomes enforceable, the Borrower or any investment manager shall be entitled to exercise all voting rights attaching to any and all Securities, owned by the Borrower, and (subject to the terms of the relevant securities control agreement) to give consents, waivers or ratifica­tions in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with, any of the terms of the Loan Agreement, this Agreement, any securities control agreement or any other document delivered thereunder or hereunder, or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Lender therein. All such rights of the Borrower or any investment manager to vote and to give consents, waivers and ratifica­tions shall immediately cease (i) if the Security Interest becomes enforceable; or (ii) upon the delivery of a Notice of Exclusive Control, defined below, under the securities control agreement relating to such Securities.

Dealings with the Collateral. (a) With respect to the Inventory and Accounts, until and unless the Security Interest becomes enforceable, the Borrower may sell its Inventory and collect its Accounts in the ordinary course of its business; provided that, after the Security Interest becomes enforceable, all Accounts collected by the Borrower shall be immediately remitted to the Lender. Until remitted, all Accounts received by the Borrower shall be held by the Borrower as agent and in trust for the Lender. (b) With respect to the Securities, until and unless the Security Interest becomes enforceable, the Borrower or any investment manager shall be entitled to exercise all voting rights attaching to any and all Securities, owned by the Borrower, and (subject to the terms of the relevant securities control agreement) to give consents, waivers or ratifica­tions ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with, any of the terms of the Loan Agreement, this Agreement, any securities control agreement or any other document delivered thereunder or hereunder, or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Lender therein. All such rights of the Borrower or any investment manager to vote and to give consents, waivers and ratifica­tions ratifications shall immediately cease (i) if the Security Securities Interest becomes enforceable; or (ii) upon the delivery of a Notice of Exclusive Control, defined below, under the securities control agreement relating to such Securities.