Common use of Stock Pledge Collateral Clause in Contracts

Stock Pledge Collateral. (A) If any Proceeds of the Stock Pledge Collateral are received by Receivable Lender prior its receipt of notice of the Stock 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 the 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. (B) If any Proceeds of the Stock Pledge Collateral are received by Receivable Lender after its receipt of notice of the Stock Lender Payoff and prior to is 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 the 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.

Appears in 1 contract

Samples: Intercreditor Agreement (Ugly Duckling Corp)

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Stock Pledge Collateral. Until payment in full of the Stock Lender Debt, Collateral Agent shall have the exclusive right (Ai) If any Proceeds to manage, perform and enforce the terms of the Stock Loan Documents with respect to the Stock Pledge Collateral, (ii) to exercise and enforce all privileges and rights thereunder with respect to the Stock Pledge Collateral according to its discretion and the exercise of its business judgment including, but not limited to, the exclusive right to take or retake possession of the Stock Pledge Collateral are received by Receivable Lender prior its receipt of notice and (iii) to hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Stock Pledge Collateral, pursuant to a foreclosure or otherwise. Notwithstanding anything to the contrary contained in any document, instrument or agreement evidencing, securing or otherwise executed in connection with the incurrence of the Stock Lender PayoffReceivables Obligations, Receivable Lender shall receive and hold the same for the benefit until payment in full 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 the Collateral Agent alone shall have the right to restrict or not duepermit, and, until so deliveredor approve or disapprove, the same shall be held by sale, transfer or other disposition of Stock Pledge Collateral. Accordingly, should Collateral Agent elect to exercise its rights and remedies with respect to any of the Stock Pledge Collateral, Collateral Agent may proceed to do so without regard to any interest of Receivable Lender, and Receivable Lender as the property of waives any claims that it may have against Collateral Agent. In the event of the failure of Receivable Lender to make Agent for 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. (B) If any Proceeds disposition of the Stock Pledge Collateral are received by made in good faith. Receivable Lender after its receipt agrees, whether or not a default has occurred in the payment of notice the Receivables Obligations or the performance of any other obligations to it, that any liens on and security interests in any portion of the Stock Pledge Collateral transferred or otherwise disposed of by Collateral Agent and/or its agents that Receivable Lender Payoff might have or acquire shall automatically be fully released ipso facto as to all indebtedness and prior other obligations secured thereby owing to is receipt of notice Receivable Lender if and when Collateral Agent releases its lien in and security interest on such portion 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 the 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 sameStock Pledge Collateral.

Appears in 1 contract

Samples: Intercreditor Agreement (Ugly Duckling Corp)

Stock Pledge Collateral. (A) If any Proceeds or payment in respect of the Stock Pledge Collateral are is received by Receivable Lender prior its receipt of notice of the Stock 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 the 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. (B) If any Proceeds of the Stock Pledge Collateral are received by Receivable Lender after its receipt of notice of the Stock Lender Payoff and prior to is 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 Stock Pledge Collateral is received by Collateral Agent after the Stock Lender Payoff and after its receipt of notice of the Inventory 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 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.

Appears in 1 contract

Samples: Intercreditor Agreement (Ugly Duckling Corp)

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

Appears in 1 contract

Samples: Intercreditor Agreement (Ugly Duckling Corp)

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