UCC Uses in Application of Proceeds Clause

Application of Proceeds

This Amended and Restated First Lien Pledge and Security Agreement dated as of June 30, 2017 (this Agreement) is made by each of the signatories hereto (together with any other grantor that may become a party hereto as provided herein, the Grantors), in favor of Credit Agricole Corporate and Investment Bank (CA CIB), acting through one or more of its branches or affiliates, as administrative agent (in such capacity and together with its successors in such capacity, the Administrative Agent) and as collateral agent (in such capacity and together with its successors in such capacity, the Collateral Agent) for (i) the Lenders and the Issuers from time to time parties to the Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among McDermott International, Inc., a Panamanian corporation (the Borrower), the Administrative Agent, the Collateral Agent, the Lenders and the Issuers

Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Collateral Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Collateral Agents election, the Collateral Agent may apply all or any part of the net Proceeds (after deducting fees and reasonable out-of-pocket expenses as provided in Section 6.6) constituting Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to the Collateral Agent, to pay incurred and unpaid fees and expenses of the Secured Parties under the Loan Documents; Second, as set forth in Section 2.13(f) (Payments and Computations) of the Credit Agreement.

APPLICATION OF PROCEEDS

THIS PLEDGE AGREMEENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 28, 2017, BY AND AMONG THE PLEDGOR, THE SECURED PARTY AND M&T BANK.

APPLICATION OF PROCEEDS. Upon the occurrence and during the continuance of a Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied by the Secured Party in such order and manner as the Secured Party may determine. Any balance of such Proceeds remaining shall be paid over to the Pledgor, or to whomsoever may be lawfully entitled to receive the same. Only after (a) payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-608 and Section 9-615 of the UCC and (b) the payment in full of the Obligations, shall the Secured Party account for the surplus, if any, to the Pledgor, or to whomever may be lawfully entitled to receive the same. The Secured Party may make distribution hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

Application of Proceeds from Credit and Security Agreement

THIS CREDIT AND SECURITY AGREEMENT (the Agreement) dated as of February 1, 2017, is entered into by and among ALKALINE 88, LLC, an Arizona limited liability company (Alkaline 88), ALKALINE WATER CORP, an Arizona corporation (TAWC Arizona), and THE ALKALINE WATER COMPANY INC., a Nevada corporation (TAWC) and any additional borrower that may hereafter be added to this Agreement (together with Alkaline 88, TAWC Arizona and TAWC, individually as a Borrower, and collectively as Borrowers), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the Lender).

Application of Proceeds. In addition to any other rights, options and remedies Lender has under the Loan Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder shall be applied in the following order of priority: (i) first, to the payment of all reasonable out-of-pocket costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting any Borrowers business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Lender may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or part thereof, and all other payments that Lender may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, in-house documentation and diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable attorneys fees and all expenses, expert witness fees, liabilities and advances made or incurred in connection therewith, whether litigation is commenced or not); (ii) second, to the payment of all Obligations as provided herein, (iii) third, to the satisfaction of Indebtedness secured by any subordinate security interest of record in the Collateral if written notification of demand therefore is received before distribution of the proceeds is completed, provided, that, if requested by Lender, the holder of a subordinate security interest shall furnish reasonable proof of its interest, and unless it does so, Lender need not address its claims; and (iv) fourth, to the payment of any surplus then remaining to Borrowers, unless otherwise provided by law or directed by a court of competent jurisdiction, provided that Borrowers shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations or any of the other items referred to in this Section.

Application of Proceeds from Security and Pledge Agreement

THIS SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into as of November 3, 2016 among Vintage Stock Affiliated Holdings, LLC (the "Initial Borrower" or "Holdings"), Vintage Stock, Inc. (the "Target Borrower" and collectively with the Initial Borrower, the "Borrowers" and each a "Borrower"), the other parties identified as "Grantors" on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrowers, each individually a "Grantor", and collectively, the "Grantors"), and Wilmington Trust, National Association ("Administrative Agent") for the Secured Parties.

Application of Proceeds. After the exercise of remedies provided for in Section 8.02 of the Loan Agreement (or after the Term Loans have automatically become immediately due and payable), any payments in respect of the Obligations and any Proceeds of the Collateral, when received by the Administrative Agent or any Secured Party in cash or Cash Equivalents will be applied in reduction of the Obligations in the order set forth in the Loan Agreement.

Application of Proceeds from Credit and Security Agreement

THIS CREDIT AND SECURITY AGREEMENT (the "Agreement") dated as of September 28, 2016, is entered into by and among INTERPACE DIAGNOSTICS GROUP, INC., a Delaware corporation ("Interpace"), INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation ("IDC"), and INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability company ("IDL"), and any additional borrower that may hereafter be added to this Agreement (together with Interpace, IDG, and IDL, individually and/or collectively, "Borrower" and/or "Borrowers"), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the "Lender").

Application of Proceeds. In addition to any other rights, options and remedies Lender has under the Loan Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder shall be applied in the following order of priority: (i) first, to the payment of all reasonable out-of-pocket costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting Borrowers' business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Lender may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or part thereof, and all other payments that Lender may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, in-house documentation and diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable attorneys' fees and all expenses, expert witness fees, liabilities and advances made or incurred in connection therewith, whether litigation is commenced or not); (ii) second, to the payment of all Obligations as provided herein, (iii) third, to the satisfaction of Indebtedness secured by any subordinate security interest of record in the Collateral if written notification of demand therefore is received before distribution of the proceeds is completed, provided, that, if requested by Lender, the holder of a subordinate security interest shall furnish reasonable proof of its interest, and unless it does so, Lender need not address its claims; and (iv) fourth, to the payment of any surplus then remaining to Borrowers, unless otherwise provided by law or directed by a court of competent jurisdiction, provided that Borrowers shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations or any of the other items referred to in this Section.

Application of Proceeds from Second Lien Security Agreement

SECOND LIEN SECURITY AGREEMENT dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the "Agreement"), by and among the Grantors (as defined below) and Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Secured Parties (in such capacity and together with its successors and permitted assigns in such capacity, the "Administrative Agent").

Application of Proceeds. The Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash in accordance with Section 8.03 of the Credit Agreement and subject to the terms of the Intercreditor Agreements.The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be final (absent manifest error).

Application of Proceeds from Credit and Security Agreement

THIS CREDIT AND SECURITY AGREEMENT (the "Agreement") dated as of July 12, 2016, is entered into by and among TRANS-LUX CORPORATION, a Delaware corporation ("Trans-Lux"), TRANS-LUX DISPLAY CORPORATION, a Delaware corporation ("TDC"), TRANS-LUX MIDWEST CORPORATION, an Iowa corporation ("TMC"), TRANS-LUX ENERGY CORPORATION, a Connecticut corporation ("TEC"), and any additional borrower that may hereafter be added to this Agreement (together with Trans-Lux, TDC, TMC, and TEC, individually as a "Borrower," and collectively as "Borrowers"), and SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P., a Delaware limited partnership (the "Lender").

Application of Proceeds. In addition to any other rights, options and remedies Lender has under the Loan Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any part of the Collateral or any proceeds thereof upon exercise of its remedies hereunder shall be applied in the following order of priority: (i) first, to the payment of all reasonable out-of-pocket costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting any Borrower's business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Lender may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or part thereof, and all other payments that Lender may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, in-house documentation and diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and reasonable attorneys' fees and all expenses, expert witness fees, liabilities and advances made or incurred in connection therewith, whether litigation is commenced or not); (ii) second, to the payment of all Obligations as provided herein, (iii) third, to the satisfaction of Indebtedness secured by any subordinate security interest of record in the Collateral if written notification of demand therefore is received before distribution of the proceeds is completed, provided, that, if requested by Lender, the holder of a subordinate security interest shall furnish reasonable proof of its interest, and unless it does so, Lender need not address its claims; and (iv) fourth, to the payment of any surplus then remaining to Borrowers, unless otherwise provided by law or directed by a court of competent jurisdiction, provided that Borrowers shall be liable for any deficiency if such proceeds are insufficient to satisfy the Obligations or any of the other items referred to in this Section.

Application of Proceeds from Collateral Agreement

This COLLATERAL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), dated as of November 18, 2015, by and among STAMPS.COM INC., a Delaware corporation (the "Borrower"), certain Subsidiaries of the Borrower as identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Subsidiaries and Additional Grantors, collectively with the Borrower, the "Grantors"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent") for the benefit of the Secured Parties.

Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply all or any part of the Collateral or any Proceeds of the Collateral in payment in whole or in part of the Secured Obligations (after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements) in accordance with Section 10.4 of the Credit Agreement. Only after (i) the payment by the Administrative Agent of any other amount required by any provision of Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the payment in full of the Secured Obligations and the termination of the Commitments, shall the Administrative Agent account for the surplus, if any, to any Grantor, or to whomever may be lawfully entitled to receive the same (if such Person is not a Grantor).

Application of Proceeds from Letter of Credit

CREDIT AND GUARANTY AGREEMENT, dated as of August 28, 2015, among Ancestry.com LLC, a Delaware limited liability company (Holdings), Ancestry US Holdings Inc., a Delaware corporation (U.S. Holdings), Ancestry.com Inc., a Delaware corporation (the Borrower), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to this Agreement as lenders or holders of the Loans (the Lenders) and issuers of Letters of Credit and Morgan Stanley Senior Funding, Inc., as Administrative Agent.

Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of the proceeds constituting Collateral in payment of the Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 11.2, the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral, and all other amounts received on account of the Obligations), in the following order:

Application of Proceeds from Security Agreement

This SECURITY AGREEMENT (this "Agreement"), dated as of June 18, 2015, is made by HARVEST NATURAL RESOURCES, INC., a Delaware corporation (the "Company"), certain Subsidiaries of the Company identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Subsidiaries and Additional Grantors, collectively with the Company, the "Grantors"), in favor of CT Energy Holding SRL, as collateral agent for the holders of the Obligations under, and as defined in, the SPA (as defined below) (the "Collateral Agent").

Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Collateral Agent may apply all or any part of the Collateral or any Proceeds of the Collateral in payment in whole or in part of the Obligations (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent hereunder, including, without limitation, reasonable attorneys' fees and disbursements). Only after the payment by the Collateral Agent of any other amount required by any provision of applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the UCC, shall the Collateral Agent account for the surplus, if any, to any Grantor, or to whomever may be lawfully entitled to receive the same (if such Person is not a Grantor).