Common use of Withdrawals from the Revenue Account Clause in Contracts

Withdrawals from the Revenue Account. Prior to the occurrence of any Repayment Event, all amounts in the Revenue Account shall be disbursed by the Borrower from time to time for application (or to make Investments in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn from the Revenue Account subject to the mandatory prepayment requirements of Section 2.04(b), withdraw Reclassified Term C Loan Proceeds for deposit into the Reinvestment Account is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority first; (ii) Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized Leases); (v) Fifth, on each Quarterly Payment Date: when due and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l); (vi) Sixth, on each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) Seventh, at the option of the Borrower: to pay or to repay principal under the ABL Facility; (viii) Eighth, on each Sweep Calculation Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) [Reserved]; and (x) Tenth, on each Cash Flow Payment Date: to the Administrative Agent, to pay the Excess Cash Flow Payment Amount.

Withdrawals from the Revenue Account. Prior The Depositary will make withdrawals from the Revenue Account in the following priority in accordance with a Disbursement Requisition of the Issuer if no Default or Event of Default has occurred and is continuing or would exist upon giving effect to the occurrence application (which shall be certified by the Issuer in each such Disbursement Requisition), described below: (a) FIRST: on each Monthly Date, the Depositary will withdraw and transfer to accounts and payees specified in a Disbursement Requisition all fees, expenses and indemnities of the Collateral Agent, the Depositary and the holders of the Notes then due and payable or projected to be payable before the next Monthly Date, as set forth in the Disbursement Requisition; (b) SECOND: on each Monthly Date, the Depositary shall withdraw and transfer to the account or accounts indicated in the Disbursement Requisition the amounts then payable or projected to be payable before the next Monthly Date for administration and operating costs of the Issuer, as set forth in the Disbursement Requisition; (c) THIRD: on each Payment Date, the Depositary will withdraw and transfer to the holders of the Notes principal, interest, fees and Make-Whole Amounts, if any, then due and payable, as set forth in the Disbursement Requisition; (d) FOURTH: on each Payment Date, the Depositary will withdraw and transfer to the Debt Service Reserve Account the amount required to be deposited therein in accordance with Section 3.2, as set forth in the Disbursement Requisition; (e) FIFTH: on each Payment Date, the Depositary will withdraw and transfer to the Maintenance Reserve Account the amount required to be deposited therein in accordance with Section 3.3, as set forth in the Disbursement Requisition; (f) SIXTH: on each Payment Date, to the extent a Required Make-Up Well Reserve Deposit is scheduled, the Depositary will withdraw and transfer to the Make-Up Well Reserve Account the amount required to be deposited therein in accordance with Section 3.4, as set forth in the Disbursement Requisition; (g) SEVENTH: on a date specified in a Disbursement Requisition that is at least 15 days but no more than 30 days following the most recent Payment Date, unless the Depositary has been notified in accordance with this Agreement that any Repayment EventRestricted Payment Condition has not been met on such date, all amounts the Depositary shall withdraw any remaining funds in the Revenue Account shall be disbursed as of the most recent Payment Date and transfer such funds directly to the account(s) or payee(s) designated by the Borrower from time to time for application (or to make Investments Issuer in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application)its sole discretion, to the extent available at the following times and as set forth in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn from the Revenue Account subject to the mandatory prepayment requirements of Section 2.04(b), withdraw Reclassified Term C Loan Proceeds for deposit into the Reinvestment Account is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority first; (ii) Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized Leases); (v) Fifth, on each Quarterly Payment Date: when due and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l); (vi) Sixth, on each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) Seventh, at the option of the Borrower: to pay or to repay principal under the ABL Facility; (viii) Eighth, on each Sweep Calculation Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) [Reserved]; and (x) Tenth, on each Cash Flow Payment Date: to the Administrative Agent, to pay the Excess Cash Flow Payment AmountDisbursement Requisition.

Withdrawals from the Revenue Account. Prior to the occurrence of any Repayment Event, all amounts in the Revenue Account shall be disbursed by the Borrower from time to time for application (or to make Investments in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn from the Revenue Account subject to the mandatory prepayment requirements of Section 2.04(b), withdraw Reclassified Term C Loan Proceeds for deposit into the Reinvestment Reserve Account is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority first; (ii) Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized Leases); (v) Fifth, on each Quarterly Payment Date: when due and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l); (vi) Sixth, on each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) Seventh, at the option of the Borrower: to pay or to repay principal under the ABL Facility; (viii) Eighth, on each Sweep Calculation Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) [Reserved]; and (x) Tenth, on each Cash Flow Payment Date: to the Administrative Agent, to pay the Excess Cash Flow Payment Amount.

Withdrawals from the Revenue Account. Prior 20.5.1 The Borrower may make no withdrawals from the Revenue Account without the Agent’s prior written consent. 20.5.2 On each Interest Payment Date the amounts standing to the occurrence credit of any Repayment Event, all amounts in the Revenue Account shall be disbursed applied by the Borrower Agent in the following order and in or towards the following items: (A) first, in or towards payment of any Unpaid Sum (not otherwise referred to in this Clause 20.5.2); (B) second, in or towards payment of any costs, fees and expenses of the Agent or the Arranger which are due but unpaid under the Finance Documents; (C) third, in or towards payment of accrued interest due but unpaid to the A Lenders under the Finance Documents; (D) fourth, in or towards any repayment or prepayment of principal which is due but unpaid to the A Lenders under the Finance Documents; (E) fifth, in or towards payment of accrued interest due but unpaid to the B Lenders under the Finance Documents; (F) sixth, in or towards any repayment or prepayment of principal which is due but unpaid to the B Lenders under the Finance Documents; (G) seventh, in or towards payment of such amounts as the Agent considers are necessary in respect of any Service Charge shortfalls or other liabilities with respect to any Property (including any insurance premia, rates or other monies which may from time to time be payable by the Borrower in respect of any Property), such amounts not being recoverable under the Management Agreement; (H) eight, if the Borrower is not in compliance with its obligations under Clause 22 (Financial Covenants), ignoring any right it may have under Clause 20.8 (Deposit Account) to remedy such non compliance but only until such time as that breach is remedied under that Clause, in payment of any essential operating costs (which shall include VAT due to be paid by the Borrower, staff gratuities due to be paid onto any member of staff or other amounts charged to guests of any Property which are due to any concessionaire or tenant of the Borrower) relating to each Property in accordance with the Borrower’s annual budget for application each Property or otherwise any expenditure which the Agent may, in its absolute discretion approve, and, thereafter, in prepayment of the A Loan; (I) ninth, any other amount due to the Finance Parties; (J) tenth, an amount equal to 4 per cent. of the Net Operating Income received in the Interest Period ending on that Interest Payment Date to the FF&E Account; (K) eleventh, subject to Clause 20.5.3 below, payment of any surplus into the General Account. Any surplus monies not paid into the General Account in accordance with this provision may be applied by the Agent, at its discretion, towards a prepayment of the Loans at any time or may be retained in the Revenue Account. 20.5.3 The Agent is obliged to make Investments in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn a withdrawal from the Revenue Account subject in accordance with Clause 20.5.2 above only if: (A) no Default is continuing; and (B) the Repeating Representations are correct and will be correct immediately after the withdrawal. 20.5.4 The Agent may authorise withdrawals at any time from the Revenue Account to pay any amount due but unpaid under the mandatory prepayment requirements Finance Documents. 20.5.5 The Agent may vary the order set out in Clause 20.5.2 above if a Default (other than a Default arising solely under Clause 22.1 (Loan to Value Covenant) or Clause 22.2 (Interest Cover) is continuing or any of Section 2.04(b)the Repeating Representations are not correct at any time. 20.5.6 If the Borrower fails to pay any amount due under any Headlease on the day on which it is due, the Agent may, and is irrevocably authorised by the Borrower to withdraw Reclassified Term C Loan Proceeds for deposit into from the Reinvestment Revenue Account a sum necessary to meet the due amount and apply that sum in payment of that due amount. 20.5.7 Notwithstanding Clause 20.5.2 above the Borrower may on any date (but no more than once in any week) on which: (A) no Default is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority firstoutstanding; (iiB) Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts Borrower is in compliance with Clause 22 (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized LeasesFinancial Covenants); (vC) Fifth, on each Quarterly Payment Date: when due the Repeating Representations are all correct and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on will be correct immediately after the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l)withdrawal; (viD) Sixth, on the Agent reasonably believes that the Borrower will be in compliance with each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) Seventh, at the option of the Borrower: matters set out in paragraphs (A) to pay or to repay principal under (C) when tested on the ABL Facility; (viii) Eighth, on each Sweep Calculation next Interest Payment Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) [Reserved]; and (xE) Tenthand the balance standing to the credit of the Account is more than the Agent’s estimate, acting reasonably, of the amount due under the Finance Documents on each Cash Flow the next Interest Payment Date: , request that the Agent’s estimate of the surplus amount not required to meet amounts due under the Finance Documents on that next Interest Payment Date be released to the Administrative Agent, to pay the Excess Cash Flow Payment AmountGeneral Account.

Withdrawals from the Revenue Account. Prior to the occurrence of any Repayment Event, all amounts in the Revenue Account shall be disbursed by the Borrower from time to time for application (or to make Investments in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) 1. First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn from the Revenue Account subject to the mandatory prepayment requirements of Section 2.04(b), withdraw Reclassified Term C Loan Proceeds for deposit into the Reinvestment Reserve Account is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority first; (ii) 2. Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) 3. Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) 4. Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized Leases); (v) 5. Fifth, on each Quarterly Payment Date: when due and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l); (vi) 6. Sixth, on each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) 7. Seventh, at the option of the Borrower: to pay or to repay principal under the ABL Facility; (viii) 8. Eighth, on each Sweep Calculation Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) 9. [Reserved]; and (x) 10. Tenth, on each Cash Flow Payment Date: to the Administrative Agent, to pay the Excess Cash Flow Payment Amount.

Withdrawals from the Revenue Account. Prior to the occurrence of any Repayment Event, all amounts in the Revenue Account shall be disbursed by the Borrower from time to time for application (or to make Investments in any Subsidiary permitted pursuant to Section 5.02(f)(i) to permit such Subsidiary to make any such application), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made): (i) First, as needed: (A) when due and payable to pay the following (in each case, without duplication) in such order as the Borrower shall elect (and, except with respect to any overdue obligations, in such amounts as the Borrower shall elect): (A) cash general and administrative (G&A) costs (subject to the G&A Cap) and O&M Costs of the Borrower and its Subsidiaries and (B) Approved Growth Capital Expenditures (subject to (x) the caps on expenditures for each individual Frac Fleet set forth on Schedule III and, (y) in the case of any Approved Growth Capital Expenditures incurred in connection with Frac Fleet 16, solely to the extent the balance in the Initial Growth Capex Reservewhen permitted to be withdrawn from the Revenue Account subject to the mandatory prepayment requirements of Section 2.04(b), withdraw Reclassified Term C Loan Proceeds for deposit into the Reinvestment Reserve Account is zero), provided that no payments in respect of any Debt for Borrowed Money shall be made pursuant to this priority first; (ii) Second, as needed: when due and payable, to pay the administrative fees and expenses, indemnities and interest expenses and other costs and amounts (other than payments in respect of principal of the Loans) with respect to the ABL Facility; (iii) Third, as needed: when due and payable, to pay the administrative fees and expenses, indemnities, interest expenses and other costs and amounts (other than AMERICAS 99636855 v27 payments in respect of principal of the Loans) owing to any Agent or Lender pursuant to any Loan Document; (iv) Fourth, as needed: when due and payable, to make payments in respect of principal, interest and fees with respect to any Permitted Debt (other than Debt under the Loan Documents, any Termination Payments, any Non-Lender Financed Equipment Financings and any Non-Lender Financed Capitalized Leases); (v) Fifth, on each Quarterly Payment Date: when due and payable, pro rata, to pay any Scheduled Amortization Payment and any Termination Payment in connection with any Hedge Agreement set forth on Schedule 4.01(t) on the Effective Date or subsequently entered in accordance with the terms of Section 5.02(l); (vi) Sixth, on each Sweep Calculation Date, when due and payable, Permitted Tax Distributions and to make Restricted Payments permitted under Section 5.02(g)(iv), (v) or (vi), in each case subject to the amount specified therein; (vii) Seventh, at the option of the Borrower: to pay or to repay principal under the ABL Facility; (viii) Eighth, on each Sweep Calculation Date: at the Borrower’s election, a holdback amount to remain on deposit or credited to the Revenue Account in an amount that does not exceed the Liquidity Reserve Cap; (ix) [Reserved]; and; (x) Tenth, on each Cash Flow Payment Date: to the Administrative Agent, to pay the Excess Cash Flow Payment Amount; (xi) Eleventh, on each Cash Flow Payment Date: to the Borrower, in an amount not to exceed the Excess Cash Flow Distributable Amount.