Common use of Use of Trust Moneys Clause in Contracts

Use of Trust Moneys. The Net Cash Proceeds associated with any Asset Sale and any Net Cash Proceeds associated with any sale, transfer or other disposition of Collateral, to the extent such sale, transfer or other disposition is not an "Asset Sale" by virtue of clause (vi) of the definition thereof, insurance proceeds and condemnation (or similar) proceeds with respect to any Collateral shall be deposited (A) so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, with the Senior Credit Facility Representative in accordance with the terms of the Intercreditor Agreement, and (B) otherwise into a securities account maintained by the Trustee at its Corporate Trust Office or at any securities intermediary selected by the Trustee having a combined capital and surplus of at least $250,000,000 and having a long-term debt rating of at least "A3" by Xxxxx'x and at least "A-" by S&P styled the "Abraxas Collateral Account" (such account being the "COLLATERAL ACCOUNT") which shall be under the control (as such term is defined in Article 9 of the Uniform Commercial Code in effect in the State of New York) of the Senior Credit Facility Representative so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, and thereafter, under the exclusive dominion and control of the Trustee. All amounts on deposit in the Collateral Account shall be treated as financial assets and cash funds on deposit in the Collateral Account may be invested by the Trustee, at the written direction of the Issuer, in Cash Equivalents; PROVIDED, HOWEVER, in no event shall the Issuer have the right to withdraw funds or assets from the Collateral Account except in compliance with the terms of this Indenture, and all assets credited to the Collateral Account shall be subject to a Lien in favor of the Trustee and the Holders. Any such funds deposited with the Trustee may be released to the Issuer by Issuer delivering to the Trustee an Officers' Certificate stating: (1) no Event of Default has occurred and is continuing as of the date of the proposed release; and (2) (A) if such Trust Moneys represent Collateral Proceeds in respect of an Asset Sale, that such funds are otherwise being applied in accordance with Section 4.16, or (B) if such Trust Moneys represent proceeds in respect of a casualty, expropriation or taking, that such funds will be applied to repair or replace property subject of a casualty or condemnation or reimburse the Issuer for amounts spent to repair or replace such property and that attached thereto are invoices or other evidence reflecting the amounts spent or to be spent, or (C) if such Trust Moneys represent proceeds derived from any other manner, that such amounts are being utilized in connection with business of the Issuer and its Subsidiaries in compliance with the terms of this Indenture; and (3) all conditions precedent in this Indenture relating to the release in question have been complied with; and (4) all documentation required by the TIA, if any, prior to the release of such Trust Moneys by the Trustee has been delivered to the Trustee. Notwithstanding the foregoing, (A) if the maturity of the Notes has been accelerated, which acceleration has not been rescinded as permitted by this Indenture, the Trustee shall apply the Trust Moneys credited to the Collateral Account in the manner specified in Section 6.10 to the extent of such Trust Moneys, (B) if the Issuer so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to the Collateral Account to the payment of interest due on any interest payment date, and (C) if the Issuer so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to Pay Down Debt. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURES

Use of Trust Moneys. The Net Cash Proceeds associated with any Asset Sale and any Net Cash Proceeds associated with any sale, transfer or other disposition of Collateral, to the extent such sale, transfer or other disposition is not an "Asset Sale" by virtue of clause (viviii) of the definition thereof, insurance proceeds and condemnation (or similar) proceeds with respect to any Collateral shall be deposited (A) so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness First Lien Notes remains outstanding, with the Senior Credit Facility Representative in accordance with the terms of the Intercreditor AgreementFirst Lien Notes Representative, and (B) otherwise into a securities account maintained by the Trustee at its Corporate Trust Office or at any securities intermediary selected by the Trustee having a combined capital and surplus of at least $250,000,000 and having a long-term debt rating of at least "A3" by Xxxxx'x and Moodx'x xxx at least "A-" by S&P styled the "Abraxas Collateral Account" (such account being the "COLLATERAL ACCOUNTCollateral Account") which shall be under the control (as such term is defined in Article 9 of the Uniform Commercial Code in effect in the State of New York) of the Senior Credit Facility Representative so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, and thereafter, under the exclusive dominion and control of the Trustee. All amounts on deposit in the Collateral Account shall be treated as financial assets and cash funds on deposit in the Collateral Account may be invested by the Trustee, at the written direction of the IssuerIssuers, in Cash Equivalents; PROVIDEDprovided, HOWEVERhowever, in no event shall the Issuer Issuers have the right to withdraw funds or assets from the Collateral Account except in compliance with the terms of this Indenture, and all assets credited to the Collateral Account shall be subject to a Lien in favor of the Trustee and the Holders. Any such funds deposited with the Trustee may be released to the Issuer Issuers by Issuer their delivering to the Trustee an Officers' Certificate stating: (1) no Event of Default has occurred and is continuing as of the date of the proposed release; and (2) (A) if such Trust Moneys represent Collateral Proceeds in respect of an Asset Sale, that such funds are otherwise being applied in accordance with Section 4.16, or (B) if such Trust Moneys represent proceeds in respect of a casualty, expropriation or taking, that such funds will be applied to repair or replace property subject of a casualty or condemnation or reimburse the Issuer Issuers for amounts spent to repair or replace such property and that attached thereto are invoices or other evidence reflecting the amounts spent or to be spent, or (C) if such Trust Moneys represent proceeds derived from any other manner, that such amounts are being utilized in connection with business of the Issuer Abraxas and its Restricted Subsidiaries in compliance with the terms of this Indenture; and (3) all conditions precedent in this Indenture relating to the release in question have been complied with; and (4) all documentation required by the TIA, if any, prior to the release of such Trust Moneys by the Trustee has been delivered to the Trustee. Notwithstanding the foregoing, (A) if the maturity of the Notes has been accelerated, which acceleration has not been rescinded as permitted by this Indenture, the Trustee shall apply the Trust Moneys credited to the Collateral Account in the manner specified in Section 6.10 to the extent of such Trust Moneys, (B) if the Issuer Issuers so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to the Collateral Account to the payment of interest due on any interest payment date, and (C) if the Issuer so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to Pay Down Debt. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURESthe

Use of Trust Moneys. The Net Cash Proceeds associated with any Asset Sale and any Net Cash Proceeds associated with any sale, transfer or other disposition of Collateral, to the extent such sale, transfer or other disposition is not an "Asset Sale" by virtue of clause (viviii) of the definition thereof, insurance proceeds and condemnation (or similar) proceeds with respect to any Collateral shall be deposited (A) so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness First Lien Notes remains outstanding, with the Senior Credit Facility Representative in accordance with the terms of the Intercreditor AgreementFirst Lien Notes Representative, and (B) otherwise into a securities account maintained by the Trustee at its Corporate Trust Office or at any securities intermediary selected by the Trustee having a combined capital and surplus of at least $250,000,000 and having a long-term debt rating of at least "A3" by Xxxxx'x and Moodx'x xxx at least "A-" by S&P styled the "Abraxas Collateral Account" (such account being the "COLLATERAL ACCOUNTCollateral Account") which shall be under the control (as such term is defined in Article 9 of the Uniform Commercial Code in effect in the State of New York) of the Senior Credit Facility Representative so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, and thereafter, under the exclusive dominion and control of the Trustee. All amounts on deposit in the Collateral Account shall be treated as financial assets and cash funds on deposit in the Collateral Account may be invested by the Trustee, at the written direction of the IssuerIssuers, in Cash Equivalents; PROVIDEDprovided, HOWEVERhowever, in no event shall the Issuer Issuers have the right to withdraw funds or assets from the Collateral Account except in compliance with the terms of this Indenture, and all assets credited to the Collateral Account shall be subject to a Lien in favor of the Trustee and the Holders. Any such funds deposited with the Trustee may be released to the Issuer Issuers by Issuer their delivering to the Trustee an Officers' Certificate stating: (1) no Event of Default has occurred and is continuing as of the date of the proposed release; and (2) (A) if such Trust Moneys represent Collateral Proceeds in respect of an Asset Sale, that the application of such funds are otherwise being applied in accordance with Section 4.16, or (B) if such Trust Moneys represent proceeds in respect of a casualty, expropriation or taking, that the application of such funds will be applied to repair or replace property subject of a casualty or condemnation or reimburse the Issuer Issuers for amounts spent to repair or replace such property and that attached thereto are invoices or other evidence reflecting the amounts spent or to be spent, or (C) if such Trust Moneys represent proceeds derived from any other manner, that such amounts are being utilized in connection with business of the Issuer Abraxas and its Restricted Subsidiaries in compliance with the terms of this Indenture; and (3) all conditions precedent in this Indenture relating to the release in question have been complied with; and (4) all documentation required by the TIA, if any, prior to the release of such Trust Moneys by the Trustee has been delivered to the Trustee. Notwithstanding the foregoing, (A) if the maturity of the Notes has been accelerated, which acceleration has not been rescinded as permitted by this Indenture, the Trustee shall apply the Trust Moneys credited to the Collateral Account in to pay the manner specified in Section 6.10 principal of, premium, if any and accrued and unpaid interest on the Notes to the extent of such Trust Moneys, (B) if the Issuer Issuers so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to the Collateral Account to the payment of interest due on any interest payment date, and (C) if the Issuer Issuers so electselect, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to Pay Down Debtthe Collateral Account to the payment of the principal of, and premium, if any, and accrued and unpaid interest on any Notes on the Stated Maturity Date or upon redemption or to the purchase of Notes upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, in each case in compliance with this Indenture. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURES

Use of Trust Moneys. The Net Available Cash Proceeds associated with from any Asset Sale and any Net Cash Proceeds associated with any sale, transfer or other disposition of Collateral, to the extent such sale, transfer or other disposition is not an "Asset Sale" by virtue of clause (vi) of the definition thereof, insurance proceeds and condemnation (or similar) proceeds with respect to any Disposition involving Collateral shall be deposited (A) so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, with the Senior Credit Facility Representative in accordance with the terms of the Intercreditor Agreement, and (B) otherwise into a securities account maintained by the Trustee at its Corporate Trust Office or at any securities intermediary selected by the Trustee having a combined capital and surplus of at least $250,000,000 and having a long-term debt rating of at least leasx "A3X0" by Xxxxx'x xx Moodx'x Xxxestor Service, Inc. and at least "A-A--" by S&P Standard & Poor's Rating Services styled the "Abraxas Kellxx Xxx Collateral Account" (such account being the "COLLATERAL ACCOUNTCollateral Account") which shall be under the control (as such term is defined in Article 9 of the Uniform Commercial Code in effect in the State of New York) of the Senior Credit Facility Representative so long as any Indebtedness under the Senior Credit Agreement or Qualified Senior Affiliate Indebtedness remains outstanding, and thereafter, under the exclusive dominion and control of the Trustee. All amounts on deposit in the Collateral Account shall be treated as financial assets and cash funds on deposit in the Collateral Account may be invested by the Trustee, at the written direction of the IssuerCompany signed by two Officers, in Temporary Cash EquivalentsInvestments; PROVIDEDprovided, HOWEVERhowever, in no event shall the Issuer Company have the right to withdraw funds or assets from the Collateral Account except in compliance with the terms of this Indenture, and all assets credited to the Collateral Account shall be subject to a Lien in favor of the Trustee and the Holders. Any such funds deposited with the Trustee may be released to the Issuer Company by Issuer its delivering to the Trustee an Officers' Certificate stating: (1) no Event of Default has occurred and is continuing as of the date of the proposed release; and; (2) (A) if such Trust Moneys represent Collateral Proceeds Net Available Cash in respect of an Asset SaleDisposition, that such funds are otherwise being will be applied in accordance with Section 4.164.06, or (B) if such Trust Moneys do not represent proceeds in respect of a casualty, expropriation or taking, that such funds will be applied to repair or replace property subject of a casualty or condemnation or reimburse the Issuer for amounts spent to repair or replace such property and that attached thereto are invoices or other evidence reflecting the amounts spent or to be spent, or (C) if such Trust Moneys represent proceeds derived from any other mannerNet Available Cash, that such amounts are being will be utilized in connection with the business of the Issuer Company and its Restricted Subsidiaries in compliance with the terms of this Indenture; and; (3) all other conditions precedent in this Indenture relating to the release in question have been complied with; and (4) all documentation required by the TIA, if any, prior to the release of such Trust Moneys by the Trustee has been delivered to the Trustee. Notwithstanding the foregoingpreceding, (A) if the maturity of the Notes Securities has been accelerated, which acceleration has not been rescinded as permitted by this Indenture, the Trustee shall apply the Trust Moneys credited to the Collateral Account in to pay the manner specified in Section 6.10 principal of and accrued and unpaid interest on the Securities to the extent of such Trust Moneys, (B) if the Issuer Company so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to the Collateral Account to the payment of interest due on any interest payment date, and (C) if the Issuer Company so elects, by giving written notice to the Trustee, the Trustee shall apply Trust Moneys credited to Pay Down Debt. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURESthe Collateral Account to the payment of the principal of and accrued and unpaid interest on any Securities on the Stated Maturity or upon redemption or to the purchase of Securities upon tender or in the open market or at private sale or upon any exchange or in any one or more of such ways, in each case in compliance with this Indenture and at the direction of the Company.