Common use of Contract Collateral Clause in Contracts

Contract Collateral. (A) If any Proceeds or payment in respect of the Contract Collateral is received by Receivable Lender after the Receivable Lender Payoff and prior to its receipt of notice of the Inventory Lender Payoff, Receivable Lender shall receive and hold the same for the benefit of Inventory Lender and shall forthwith deliver the same to Inventory Lender in precisely the form received (except for the endorsement or assignment of Receivable Lender, without recourse, where necessary), for application on the Inventory Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender as the property of Inventory Lender. In event of the failure of Receivable Lender to make any such endorsement or assignment to Inventory Lender, Inventory Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (B) If any Proceeds or payment in respect of the Contract Collateral is received by Receivable Lender after the Receivable Lender Payoff and after its receipt of notice of the Inventory Lender Payoff, Receivable Lender shall receive and hold the same for the benefit of Collateral Agent and shall forthwith deliver the same to Collateral Agent in precisely the form received (except for the endorsement or assignment of Receivable Lender, without recourse, where necessary), for application on the Stock Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender as the property of Collateral Agent. In event of the failure of Receivable Lender to make any such endorsement or assignment to Collateral Agent, Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same.

Contract Collateral. (A) If any Proceeds or payment in respect of the Contract Collateral is are received by Collateral Agent prior its receipt of notice of the Receivable Lender Payoff, Collateral Agent shall receive and hold the same for the benefit of Receivable Lender and shall forthwith deliver the same to Receivable Lender in precisely the form received (except for the endorsement or assignment of Collateral Agent, without recourse, where necessary), for application on the Receivable Obligations, due or not due, and, until so delivered, the same shall be held by Collateral Agent as the property of Receivable Lender. In the event of the failure of Collateral Agent to make any such endorsement or assignment to Receivable Lender, Receivable Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (B) If any Proceeds of the Contract Collateral are received by Collateral Agent after its receipt of notice of the Receivable Lender Payoff and prior to its receipt of notice of the Inventory Lender Payoff, Receivable Lender Collateral Agent shall receive and hold the same for the benefit of Inventory Lender and shall forthwith deliver the same to Inventory Lender in precisely the form received (except for the endorsement or assignment of Receivable LenderCollateral Agent, without recourse, where necessary), for application on the Inventory Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender Collateral Agent as the property of Inventory Lender. In the event of the failure of Receivable Lender Collateral Agent to make any such endorsement or assignment to Inventory Lender, Inventory Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (B) If any Proceeds or payment in respect of the Contract Collateral is received by Receivable Lender after the Receivable Lender Payoff and after its receipt of notice of the Inventory Lender Payoff, Receivable Lender shall receive and hold the same for the benefit of Collateral Agent and shall forthwith deliver the same to Collateral Agent in precisely the form received (except for the endorsement or assignment of Receivable Lender, without recourse, where necessary), for application on the Stock Lender Debt, due or not due, and, until so delivered, the same shall be held by Receivable Lender as the property of Collateral Agent. In event of the failure of Receivable Lender to make any such endorsement or assignment to Collateral Agent, Collateral Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same.