Common use of Lockbox Account Clause in Contracts

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. So long as the Senior Indebtedness has been paid in full and any Obligations remain outstanding, (ai) The Borrower and CAC shall, upon request of the Administrative Agent shall Noteholder Representative, use reasonable commercial efforts to establish by the Effective Date and maintain at its primary operating accounts (individually and/or collectively as the Borrower's expense an interest-bearing account (context may require, the "“Lockbox Account"”) under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders Noteholder Representative (the “Lockbox Bank”) which has ------------ entered into a lockbox account agreement pursuant shall be pledged to the Noteholder Representative, and which all Cash Receipts Lockbox Account shall be subject to be received springing dominion and control of the Noteholder Representative under the Lockbox Agreement. Upon the occurrence and during the continuance of an Event of Default, the Noteholder Representative shall have the sole right to authorize withdrawals (whether by CAC or any other Person), in accordance with instructions given by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees Noteholder Representative to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons Bank pursuant to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, all costs and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) expenses for establishing and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in maintaining the Lockbox Account shall be disbursed paid by CAC. In addition, upon the request of the Noteholder Representative of a Loan Party, such Loan Party shall use commercially reasonable efforts to enter into one or more DACA’s with the Borrower bank(s) at which it maintains its primary operating accounts (or, as may be reasonably requested, move such operating accounts to one or more other banks willing to enter into such DACA(s)) (each such bank, a “DACA Bank”), whereby the subject bank account designated shall be subject to springing dominion and control of the Noteholder Representative under the Lockbox Agreement. Upon the occurrence and during the continuance of an Event of Default, the Noteholder Representative shall have the sole right to authorize withdrawals (whether by the Borrower (the "Operating Account") relevant Loan Party or any other Person), in a written notice ----------------- accordance with instructions given by the Borrower Noteholder Representative to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior relevant DACA Bank pursuant to the date such payment relevant DACA and all costs and expenses for implementing the DACAs shall become duebe paid by the Borrowers.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas PropertiesOn the Closing Date, each Pledgor shall deliver to the extent Agent for each account listed for such burdens exist at Pledgor on Exhibit B hereto (each a "LOCKBOX ACCOUNT"), a lockbox agreement substantially in form of Exhibit E hereto or in such other form as shall be satisfactory to the time Agent (each a "LOCKBOX AGREEMENT") which shall establish such account in the name "NationsCredit Commercial Corporation, as Agent", and under the exclusive control of the execution Agent. From and after the Closing Date, there shall be deposited from time to time into the Lockbox Accounts the cash Proceeds of the Collateral required to be delivered to the Agent pursuant to subsection (B) of this Section 5 or any other provision of this Agreement and (2) all other funds of such Pledgor. Any income received with respect to Properties that Borrower acquires subsequent the balance from time to time standing to the date credit of each Lockbox Account, including any interest or capital gains on Liquid Investments, may be withdrawn by the Company from such Lockbox Account in accordance with subsection (C) below. All right, title and interest in and to the cash amounts on deposit from time to time in the Lockbox Accounts together with any Liquid Investments from time to time made pursuant to subsection (D) of this Agreement Section shall vest in the Agent (pursuant to the extent such burdens exist at Lockbox Agreement for each Lockbox Account), shall constitute part of the time that Collateral hereunder and shall not constitute payment of the Borrower acquires such Properties, and Secured Obligations until applied thereto as hereinafter provided. (B) Each Pledgor shall instruct all Account Debtors and other Persons obligated in respect of all Accounts, to make all payments in respect of such Accounts and shall use its reasonable best efforts to cause such Account Debtors and other Persons to remit any revenues attributable all such payments directly to a Lockbox Account of such Pledgor (if paid by wire transfer). In addition to the working interests foregoing, each Pledgor agrees that if the proceeds of third parties that were paid to or any Collateral hereunder (including the payments made in respect of Accounts) shall be received by the Borrowersuch Pledgor, such Pledgor shall as promptly as possible deposit such proceeds into its Lockbox Account. Until so deposited, all such proceeds shall be held in each case, trust by such Pledgor for and as the Lenders determine is reasonably accurate in its good faith discretion) property of the Secured Parties and shall not be commingled with any applicable severance tax other funds or ad-valorem tax;property of such Pledgor. (iiC) payment The balance from time to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement time standing to the credit of the Borrower approved by Lockbox Accounts shall, except upon the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment occurrence and continuation of any cash or cash equivalents representing proceeds an Event of insurance policies with respect Default, be distributed to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and each Pledgor in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid each Lockbox Agreement. If immediately available cash on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums deposit in the Lockbox Account Accounts is not sufficient to pay directly make any distribution to any Pledgor referred to in the ultimate payee thereof some previous sentence of this Section 5(C), the Agent shall cause to be liquidated as promptly as practicable Liquid Investments in the Lockbox Accounts designated by the Pledgors as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 5, such distribution shall not be made until such liquidation has taken place. Upon the occurrence and continuation of an Event of Default, the Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the payments described balance from time to time standing to the credit of any Lockbox Accounts in the manner specified in Section 6.01, as the Lenders elect9. (dD) Upon the Credit Agreement Termination Date, all amounts remaining Amounts on deposit in the Lockbox Account Accounts shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders invested and re-invested from time to timetime in such Liquid Investments as the Pledgors shall determine, not later than 12:00 noon New Yorkwhich Liquid Investments shall be held in the name and be under the control of the Agent; provided that, New York time on a day which if an Event of Default has occurred and is two Business Days prior continuing, the Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof to the date such payment of the Secured Obligations in the manner specified in Section 9. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall become due.mature within 30 days after it is acquired by the Agent and (ii) in order to provide the Agent, for the benefit of the Secured Parties, with a perfected security interest therein, each Liquid Investment shall be either:

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and Buyer hereby agrees to direct) each payor of any Cash Receipts now cause to be established and in maintained the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment Lockbox Account shall be deemed to an Eligible Bank Account established with the Lockbox Bank, titled “Quorum Federal Credit Union” and which shall be coupled with an interest so long as covered by a deposit account control agreement acceptable to, and by and among, the Seller, the Buyer and the Lockbox Bank. Servicer shall promptly pay, and hold Buyer harmless from, any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed fees assessed by the Borrower it may hold and deliver or have delivered any such letter Lockbox Bank pursuant to any Person purchasing Hydrocarbons from Section 5 of the Oil and Gas Properties that is not then directing payment for such Hydrocarbons Deposit Account Control Agreement relating to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct unless such amounts are paid or are payable to the Lockbox Bank pursuant to make Section 4.3(a) of this Agreement. Buyer shall provide prompt written notice to Seller upon Buyer’s receipt of written notice from the following payments from Lockbox Bank of any change in Lockbox Bank’s charges pursuant to Section 12(a) of the Deposit Account Control Agreement related to the Lockbox Bank. In addition, Buyer covenants and agrees with Seller that Buyer shall not change, or permit to be changed, any processing instructions under the Deposit Account Control Agreement related to the Lockbox Bank without the prior written consent of the Seller or the initial Servicer. Seller and Buyer agree and acknowledge that Seller shall have “control” (within the meaning of the UCC) of the Lockbox Account in order to perfect the following order security interest granted by Buyer to Seller in Section 1.8 above. Seller covenants and agrees with Buyer not to give any notice or instruction referenced in Section 1(a) of priority and the Deposit Account Control Agreement related to the extent funds remain available: (i) amounts to Lockbox Bank unless there has been the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time occurrence of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) a Buyer Trigger Event. Seller shall give Buyer immediate written notice of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and notice given in accordance with the provisions of Section 6.03; (v1(a) payment of all fees owed to any of the Administrative Agent or Deposit Account Control Agreement relating to the Lenders then due Lockbox Account. Buyer covenants and unpaid under Section 2.04; (vi) payment of all interest then accrued agrees to give immediate written notice to Seller and unpaid on Servicer upon the Loans; (vii) payment to he Administrative Agent and the Lenders occurrence of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01such Buyer Trigger Event. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) On the Closing Date, the parties hereto shall enter into a Lockbox Agreement substantially in the form attached hereto as Exhibit F, which Lockbox Agreement will provide for, among other things, the establishment and maintenance of a Lockbox Account, a Company Concentration Account and a Lender Concentration Account in accordance with the terms herein and therein. (b) The Lender Concentration Account shall be held solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. The Company Concentration Account shall be held solely for the benefit of Borrower, subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents. Subject to the terms and conditions of this Agreement, the Security Agreement and the other Transaction Documents, Borrower shall have immediate and full access to any funds held in the Company Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever other than those of the Lockbox Bank; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all amounts due to the Lender under this Agreement, or (ii) in any manner limit the recourse of the Lender to the assets of Borrower to satisfy Borrower’s obligations. (c) Sweeps from the Lockbox Account shall be made pursuant to Exhibit K. (d) Borrower shall pay for all fees, expenses and charges of the Lockbox Bank by debiting the Company Concentration Account. (e) With respect to any License Agreement, In License or invoice entered into or issued by Borrower in relation thereto, Borrower shall immediately upon the execution of the Lockbox Agreement (A) notify the applicable Contract Party to remit to the Lockbox Account when due all Royalties that are due and payable to Borrower in respect of or derived from such License Agreement, In License or invoice and (B) in each case, provide to the Lender a copy of each such notification. (f) Borrower shall have no right to terminate the Lockbox Account without Borrower’s prior written consent. Any such consent, which the Lender may grant or withhold in its discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender: (i) the successor Lockbox Bank shall be acceptable to the Lender; (ii) Lender, Borrower and the Administrative Agent successor Lockbox Bank shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ have entered into a lockbox account agreement substantially in the form of the Lockbox Agreement initially entered into; (iii) all funds and items in the accounts subject to the Lockbox Agreement to be terminated shall be transferred to the new accounts held at the successor Lockbox Bank prior to the termination of the then existing Lockbox Bank; and (iv) Borrower shall have received evidence that all of the applicable parties paying Royalties have been instructed to remit all future payments to the new accounts held at the successor Lockbox Bank. (g) Prior to the date on which the Lockbox Agreement is executed by all parties thereto, Borrower shall cause any payments that would be swept into the Lender Concentration Account pursuant to which all Cash Receipts Exhibit K but are received by Borrower and/or any of its Subsidiaries to be received paid directly to the Lender, by wire transfer to Lender Bank Account, on Wednesday of every other week for the period ending on the Friday of the immediately prior two weeks. (h) Following the date on which the Lockbox Agreement is executed, all Gross Payments shall be paid into the Lockbox Account or to any other account(s) designated in writing by the Lender(s) to Borrower, and amounts deposited therein shall be treated as described in Exhibit K. (i) Borrower shall be deposited, and pay voluntary prepayments made at the election of Borrower shall direct (and hereby agrees to directin accordance with Section 3.02(a) each payor or any payment made in accordance with the last sentence of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstandingSection 4.01(a) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (bj) On each Disbursement Date, Administrative Agent (on behalf In the event at any time following the execution of the Lenders) shall direct Lockbox Agreement by all parties thereto, any party to a License Agreement including any party to a Future License remits any Royalties directly to Borrower or otherwise except to the Lockbox Bank Account, Borrower shall immediately (i) remit any such Royalties to make the following payments from the Lockbox Account (or, if for some reason such account is no longer in the following order effect or payment cannot be made into such account, Borrower shall remit such Royalties by wire transfer of priority and immediately available funds directly to Lender Bank Account), (ii) notify such party to remit any future Royalties to the extent funds remain available:Lockbox Account and (iii) provide to Lender a copy of such notice. (ik) Amounts payable pursuant to this Section 4.02 shall be in addition to any amounts payable under Section 4.02(d) of this Agreement. (l) Any payments, other than from funds paid to Lender from the Lender Concentration Account, to be made by Borrower to Lender hereunder or under any other Transaction Document shall be made by wire transfer of immediately available funds to Lender Bank Account. (Am) pay overriding royalty interests created Within [*****] following delivery to Lender by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas PropertiesBorrower of the Quarterly Report for the fourth fiscal quarter of each calendar year during the term of the Loan, to the extent that either Lender or Borrower has determined that there is a discrepancy as to the amounts paid to Lender hereunder for such burdens exist at calendar year, then the Person who has made such determination may notify the other in writing of such discrepancy indicating in reasonable detail its reasons for such determination (the “Discrepancy Notice”). In the event that either Agent or Borrower delivers to the other party a Discrepancy Notice, Lenders and Borrower shall meet in person or by telephone conference as specified by Lender within [*****] Days (or such other time as mutually agreed by the parties) after the receiving party has received a Discrepancy Notice to resolve in good faith such discrepancy. If the discrepancy has been resolved and, as a result thereof, it is determined that a payment is owing by Lender to Borrower or by Borrower to Lender, then the Party owing such payment shall promptly pay such payment to the other Party. If, within [*****] days after receipt of the execution Discrepancy Notice, Borrower and Lender cannot resolve any such discrepancies, then Lender and Borrower shall promptly instruct their respective firms of this Agreement independent certified public accountants to select, within [*****] Days thereafter, a third internationally recognized accounting firm (the “Independent Accountants”). After offering Borrower and (2) with respect its representatives and Lender and their representatives the opportunity to Properties that Borrower acquires subsequent present their positions as to the date disputed items, which opportunity shall not extend for more than [*****] days after the Independent Accountants have been selected, the Independent Accountants shall review the disputed matters and the materials submitted by Borrower and Lender and, as promptly as practicable, deliver to Borrower and Lender a statement in writing setting forth its determination of this Agreement the proper treatment of the discrepancies as to which there was disagreement, and that determination will be final and binding upon the extent such burdens exist at parties hereto without any further right of appeal. If Borrower has delivered the time Discrepancy Notice that has resulted in the selection of the Independent Accountants, Borrower will bear all the charges of the Independent Accountants. If Agent has delivered the Discrepancy Notice that has resulted in the selection of the Independent Accountants, Lenders will bear all the charges of the Independent Accountants unless the Independent Accountants determine that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were amounts paid to Lender for the applicable calendar year underpaid Lender by an amount equal or received by in excess of [*****] of the Borroweramounts determined to be due to Lender for such calendar year, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the which event Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or shall bear all of the payments described in Section 6.01, as charges of the Lenders electIndependent Accountants. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a1) The Borrower has established and the Administrative Agent shall establish by the Effective Date and will maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank Bank of America (the "Lockbox Bank") reasonably acceptable to a separate segregated account (no. 14200-06771) for the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received Projects (the "Lockbox Account"). The Lockbox Account is owned by the Borrower shall be deposited--------------- for income tax purposes but is subject to a Three-Party Agreement Relating to Lockbox Services (With Activation) dated as of June 1, 2000, among the Lockbox Bank, the Borrower and the Administrative Agent (the "Lockbox Agreement"). ----------------- Borrower shall direct (and hereby agrees has granted to direct) each payor of any Cash Receipts now and the Administrative Agent a first priority security interest in the future Lockbox Account and all deposits at any time contained therein and the proceeds thereof pursuant to make payment the Cash Collateral Account Agreement and will take all actions necessary to such maintain in favor of the Administrative Agent a perfected first priority security interest in the Lockbox Account. The Borrower hereby irrevocably appoints , including, without limitation, executing and filing UCC-1 financing statements and continuations thereof and entering into agreements to confirm the Administrative Agent as its attorney-in-fact (Agent's dominion and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold control over each Lockbox Account and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons sending notices to the Lockbox Account. (b) On each Disbursement Date, Bank. The Administrative Agent (on behalf of shall have the Lenders) shall direct the Lockbox Bank sole right to make the following payments withdrawals from the Lockbox Account in and all costs and expenses for establishing and maintaining the following order of priority and to the extent funds remain available:Lockbox Account shall be paid by Borrower when due. (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect Borrower has delivered, or has caused the Manager to, deliver or concurrently herewith will deliver, or cause Manager to Properties that Borrower acquires subsequent deliver written instructions in substantially the form of Exhibit G hereto to all tenants under --------- leases at the Projects to deliver all rents and other amounts payable thereunder directly to the date of this Agreement to Lockbox Bank for deposit into the extent such burdens exist at the time that the Lockbox Account. Borrower acquires such Propertiesshall, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or shall cause Manager to, deposit all amounts received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) Borrower or Manager and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty relating to any of the Borrower's Property (Projects into the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Lockbox Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01promptly upon receipt. (c3) The Unless an Event of Default exists and is continuing, the Lockbox Bank shall be permitted to sweep on a daily basis all funds in the Lockbox Account to an account maintained by, and under the sole dominion and control of, the Borrower (such account being referred to as the "Borrower -------- Account") as designated in writing by Borrower. Borrower shall be entitled to ------- use and apply all funds deposited into the Borrower Account. If an Event of Default exists and is continuing, the Administrative Agent may, at its option, apply sums instruct the Lockbox Bank to cease sweeping funds into the Borrower Account and all funds will be swept daily from the Lockbox Account to an account (the "Cash ---- Management Account") in the name of the Administrative Agent for the benefit of ------------------ Lenders, which Cash Management Account shall be under the sole dominion and control of the Administrative Agent. The Cash Management Account shall be entitled "CT Operating Partnership, L.P. for the benefit of General Electric Capital Corporation, as the Administrative Agent and Secured Party," provided that the Administrative Agent shall have the option to cause the financial institution maintaining such account to change the name of the Cash Management Account by giving notice to Borrower and such institution. Borrower hereby grants to the Administrative Agent a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of the Administrative Agent a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into agreements to confirm the Administrative Agent's dominion and control over the Cash Management Account and/or any sub-accounts thereof and sending notices to the institution maintaining the Cash Management Account. The Administrative Agent shall have the sole right to make withdrawals from the Cash Management Account and, unless Borrower is no longer the owner of the Projects, all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. All funds on deposit in the Lockbox Account to pay directly to or in the ultimate payee thereof some Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by the Administrative Agent in such order and priority as the Administrative Agent shall determine. No delay or all omission of the payments described in Section 6.01, as Administrative Agent or the Lenders electin exercising any right under this Section shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. (d4) Upon If Borrower receives any rents or other income from any Project, then (i) such amounts shall be held in trust for the Credit benefit, and as the property, of Administrative Agent, subject to the terms of this Agreement Termination Dateand the other Loan Documents, all (ii) such amounts remaining in shall not be commingled with any other funds or property of Borrower and (iii) Borrower shall deposit such amounts into the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower within two (the "Operating Account"2) in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become dueof receipt.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Closing Date and maintain at the Borrower's ’s expense an interest-bearing account (the "“Lockbox Account"”) under Administrative Agent's ’s exclusive control --------------- with a bank Xxxx Xxxxxx Bank (the "“Lockbox Bank"”) reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower or any of its Subsidiaries shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment payments to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter either the Lock Box or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons directly to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents Cash Equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's ’s Property (the "“Casualty Proceeds"”), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.032.10; (vii) payment of all fees fees, if any, owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.042.02; (viiii) payment of all interest interest, if any, then accrued and unpaid on the Loans; (viiiv) payment to he the Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (xv) payment of all principal then due under Section 3.01.2.04 or which is otherwise then due and payable. In addition, on each date after the Disbursement Date and following receipt by the Lenders of the weekly Collateral Coverage Ratio Certificate at the end of the calendar week preceding such Disbursement Date, to the extent the Collateral Coverage Ratio exceeds the ratio set forth below for each corresponding period set forth below, the Borrower may request cash on deposit in the Lockbox Account to be disbursed to the Borrower or as the Borrower so directs to an account designated by the Borrower; provided, however, that such disbursement may only be made to the extent the Borrower complies with the Collateral Coverage Ratio after giving effect to such disbursement and if the Collateral Coverage Ratio is less than the ratio set forth below for each corresponding period set forth below, the collected cash balances shall solely be applied to the principal balance and accrued interest on the Loans until either (1) the Collateral Coverage Ratio is the ratio set forth below for each corresponding period set forth below or (2) all principal and interest on the Loans have been repaid. If the Borrower elects not to deliver a Collateral Coverage Ratio Certificate pursuant to Section 5.01(f), the Borrower shall not receive any disbursements from the Lockbox Account until the Borrower delivers a Collateral Coverage Ratio Certificate and complies with the Collateral Coverage Ratio for each corresponding period set forth below. Period Ratio Closing Date-3/31/06 4/1/06-6/30/06 7/1/06 and thereafter 1.0:1.0 1.125:1.0 1:25:1.0 (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.012.08(b), as the Lenders elect, including advances or prepayment to third Persons of expenditures incurred in the ordinary course of Borrower’s operation of its Properties. (d) Upon payment in full in cash of all Loans and other amounts due under this Agreement and the Credit Agreement Termination DateLoan Documents, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "“Operating Account"”) in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) The If Administrative Agent so elects, the Borrower and the Administrative Agent shall establish by the Effective Date within 10 days of receipt of notice of such election, and thereafter maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox an account control agreement pursuant to which all Cash Receipts Revenues to be received by the Borrower or its Subsidiaries shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts Revenues of the borrower and its Subsidiaries now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement DateMonthly Payment Date following an election by the Administrative Agent under Section 6.01(a), the Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Oil and Gas Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such PropertiesOil and Gas Properties and is payable to non-Affiliated third parties, and (B) to remit any revenues attributable to the working interests of non-Affiliated third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) discretion and any applicable severance tax or ad-valorem taxtax attributable to all proceeds received by the Borrower; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the LendersCosts; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he the Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender;payment of all principal then due; and (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01any residual amount to the Borrower. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect, including advances or prepayment to third Persons of expenditures incurred in the ordinary course of Borrower's operation of its Properties. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a1) The Borrower has established and will maintain with Bank of America, N.A. (the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest"Lockbox Bank") a separate segregated account (no. 14200-bearing account 06771) (the "Lockbox Account") under for the Projects. The Lockbox Account is owned by Borrower for income tax purposes, but is subject to a Three-Party Agreement Relating to Lockbox Services (With Activation), dated as of June 1, 2002, among the Lockbox Bank, Borrower and the Administrative Agent's exclusive control --------------- with a bank Agent (the "Lockbox BankAgreement") reasonably acceptable ). Borrower has granted to the Lenders which has ------------ entered into Administrative Agent a lockbox account agreement first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof pursuant to which the Cash Collateral Account Agreement and will take all Cash Receipts actions necessary to be received by maintain in favor of the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and Administrative Agent a perfected first priority security interest in the future Lockbox Account, including, without limitation, executing and filing UCC-1 financing statements and continuations thereof and entering into control agreements with the Administrative Agent and/or the Lockbox Bank to make payment confirm the Administrative Agent's control (as defined in the UCC) over the Lockbox Account and sending notices to such the Lockbox Bank and otherwise cooperating with the Administrative Agent in its obtaining of control (as defined in the UCC) over the Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by have the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank sole right to make the following payments withdrawals from the Lockbox Account in and all costs and expenses for establishing and maintaining the following order of priority and to the extent funds remain available:Lockbox Account shall be paid by Borrower when due. (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect Borrower has delivered, or has caused the Manager to Properties that Borrower acquires subsequent deliver, or concurrently herewith will deliver, or cause Manager to deliver written instructions in substantially the form of Exhibit G hereto to all tenants under leases at the Projects to deliver all rents and other amounts payable thereunder directly to the date of this Agreement to Lockbox Bank for deposit into the extent such burdens exist at the time that the Lockbox Account. Borrower acquires such Propertiesshall, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or shall cause Manager to, deposit all amounts received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) Borrower or Manager and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty relating to any of the Borrower's Property Projects into the Lockbox Account (the "Casualty Proceeds")and no other account, to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; except as provided under subparagraph (v5) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vibelow) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01promptly upon receipt. (c3) The Unless an Event of Default exists and is continuing, the Lockbox Bank shall be permitted to sweep on a daily basis all funds in the Lockbox Account to an account maintained by, and under the control of, Borrower (such account being referred to as the "Borrower Account") as designated in writing by Borrower. Borrower shall be entitled to use and apply all funds deposited into the Borrower Account. If an Event of Default exists and is continuing, the Administrative Agent may, at its option, apply sums instruct the Lockbox Bank to cease sweeping funds into the Borrower Account and all funds will be swept daily from the Lockbox Account to an account (the "Cash Management Account") in the name of the Administrative Agent for the benefit of Lenders, which Cash Management Account shall be under the control (as defined in the UCC) of the Administrative Agent. The Cash Management Account shall be entitled "CT Operating Partnership, L.P. for the benefit of General Electric Capital Corporation, as the Administrative Agent and Secured Party," provided that the Administrative Agent shall have the option to cause the financial institution maintaining such account to change the name of the Cash Management Account by giving notice to Borrower and such institution. Borrower hereby grants to the Administrative Agent a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of the Administrative Agent a perfected first priority security interest in the Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof and entering into agreements to confirm the Administrative Agent's control (as defined in the UCC) over the Cash Management Account and/or any sub-accounts thereof and sending notices to the institution maintaining the Cash Management Account and otherwise cooperating with the Administrative Agent in its obtaining of control (as defined in the UCC) over the Cash Management Account. The Administrative Agent shall have the sole right to make withdrawals from the Cash Management Account and, unless Borrower is no longer the owner of the Projects, all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. All funds on deposit in the Lockbox Account or in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by the Administrative Agent in such order and priority as the Administrative Agent shall determine. No delay or omission of the Administrative Agent or the Lenders in exercising any right under this Section shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. (4) If Borrower receives any rents or other income from any Project, then (i) such amounts shall be held in trust for the benefit, and as the property, of Administrative Agent, subject to pay the terms of this Agreement and the other Loan Documents, (ii) such amounts shall not be commingled with any other funds or property of Borrower and (iii) Borrower shall deposit such amounts into the Lockbox Account (and no other account, except as provided in subparagraph (5) below) within two (2) Business Days of receipt. (5) If Borrower desires to establish and maintain, in addition to the Lockbox Account identified above, any one or more other separate segregated accounts with the Lockbox Bank or any other financial institution reasonably acceptable to the Administrative Agent (any such other financial institution, an "Additional Lockbox Bank") for any one (1) or more of the Projects (any such account, an "Additional Lockbox Account"), then Borrower shall so notify the Administrative Agent in writing with respect thereto and deliver to the Administrative Agent, at Borrower's sole cost and expense, any and all agreements, certificates, opinions, financing statements, documents or instruments reasonably required by the Administrative Agent in connection with the Additional Lockbox Account (collectively, "Additional Lockbox Account Documents"), including, without limitation, (a) a pledge and security agreement reasonably satisfactory to the Administrative Agent (or an amendment to or an amendment and restatement of the Cash Collateral Account Agreement) creating in favor of the Administrative Agent, for the benefit of the Lenders, a perfected first priority lien on and security interest in the Additional Lockbox Account and any and all funds and deposits at any time held therein, including without limitation, all interest earned thereon and all proceeds thereof, (b) a written agreement reasonably satisfactory to Administrative Agent executed and delivered by Borrower and the applicable Lockbox Bank or Additional Lockbox Bank to confirm the Administrative Agent's control (as defined in the UCC) over the Additional Lockbox Account, (c) written instructions in substantially the form of Exhibit G hereto to all tenants under leases at the Project(s) in question to deliver all rents and other amounts payable thereunder directly to the ultimate payee thereof some applicable Lockbox Bank or all Additional Lockbox Bank for deposit into the applicable Additional Lockbox Account, (d) UCC-1 financing statements (or amendments to existing UCC-1 financing statements) reasonably satisfactory to Administrative Agent, (e) documents reasonably satisfactory to Administrative Agent evidencing the formation, organization, valid existence, good standing, and due authorization of and for Borrower and the Company for the execution, delivery, and performance of the payments described Additional Lockbox Account Documents by such parties and (f) legal opinions issued by counsel for Borrower, opining (i) as to the due organization, valid existence and good standing of Borrower, (ii) as to the due authorization, execution, delivery, enforceability and validity of the Additional Lockbox Account Documents with respect to Borrower and (iii) that the Administrative Agent has a valid and perfected lien on and security interest in Section 6.01the Additional Lockbox Account. The Administrative Agent's consent to the establishment, maintenance and use of any particular Additional Lockbox Bank or Additional Lockbox Account shall not be unreasonably withheld, conditioned or delayed, provided that Borrower has delivered to the Administrative Agent (i) Additional Lockbox Account Documents in form and substance reasonably satisfactory to the Administrative Agent and (ii) payment of the reasonable out-of-pocket costs and expenses incurred or to be incurred by the Administrative Agent in connection therewith (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent). If the Administrative Agent has consented in writing to the establishment, maintenance and use of any particular Additional Lockbox Bank or Additional Lockbox Account, then such Additional Lockbox Bank or Additional Lockbox Account, as the Lenders elect. (d) Upon the Credit Agreement Termination Datecase may be, all amounts remaining in the Lockbox Account shall be disbursed and be deemed to be a Lockbox Bank or Lockbox Account, as the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to timecase may be, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become duefor all purposes of this Agreement.

Lockbox Account. (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of an account entitled “BRE Retail Owner 1 LLC FBO Xxxxx Fargo Bank, National Association, together with its successors and assigns — Lockbox Account”; provided, however, that such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the Administrative Agent shall establish by proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (, including, without limitation, filing UCC-1 financing statements and continuations thereof Lender and Servicer shall have the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future sole right to make payment to such withdrawals from the Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (All costs and such appointment expenses of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed to be coupled with an interest so long as any Loans additional security for the Debt. The Lockbox Agreement shall remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold in effect and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox AccountAccount shall remain in existence until the Loan has been repaid in full. (b) On each Disbursement DateBorrower shall, Administrative Agent or shall cause Manager to, as promptly as possible following the Closing Date but in no event later than fifteen (on behalf of the Lenders15) shall direct days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Bank to make the following payments from Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all Termination Payments) into the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests within one (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01Business Day after receipt thereof. (c) The Administrative Agent may, at Borrower shall obtain from Lockbox Bank its option, apply sums agreement to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account to pay directly to (other than the ultimate payee thereof some or all reasonable fees of the payments Lockbox Bank as more particularly described in Section 6.01, as the Lenders electLockbox Agreement) throughout the term of the Loan. (d) Upon the Credit Agreement Termination Dateoccurrence and during the continuance of an Event of Default, Lender may, in addition to any and all amounts remaining other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion. (e) Funds on deposit in the Lockbox Account shall not be disbursed commingled with other monies held by Borrower, Manager or Lockbox Bank. (f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto. (g) Borrower to shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the account designated by Lockbox Account and/or the Borrower Lockbox Agreement (unless arising from the "Operating Account"gross negligence or willful misconduct of Lender) in a written notice ----------------- given by or the Borrower to performance of the Lenders from time to time, not later than 12:00 noon New York, New York time on a day obligations for which is two Business Days prior to the date such payment shall become dueLockbox Account was established.

Lockbox Account. (a) The Borrower and the Administrative Agent Company shall establish by promptly after the Effective Date execution hereof and shall maintain at the Borrower's expense an interest-bearing all times a lockbox account (together with any subaccounts) (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank an Acceptable Credit Bank selected by the Company (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be ). All payments for Transmission Service received by the Borrower Company shall be deposited, deposited in the Lockbox Account to be allocated among the Company and the Borrower Transmission Owners in a manner agreed to by the Parties. The Company shall: (i) establish a collection account (the "Collection Account") which shall direct be expressly designated as a custodial account established for the joint benefit of the Company and each Transmission Owner into which payments will be made by the Midwest ISO and any other Person making payments to the Company; (ii) establish a separate subaccount for each Transmission Owner and hereby agrees the Company to directfacilitate the distribution of funds to which each Transmission Owner and the Company is entitled on a Pass-Through Basis or as otherwise agreed to by the Parties (with respect to each Transmission Owner and the Company, its "Lockbox Subaccount"); And (iii) the grant of a security interest to each payor Transmission Owner in (a) its Lockbox Subaccount and (b) to the extent of its interests therein, the Collection Account and all amounts deposited therein; (iv) instruct the Lockbox Bank that funds deposited into the Collection Account may be transferred by the Company only into the Lockbox Subaccounts referred to in Section 3.3.4(a)(ii) pursuant to Section 3.3.4(b). (v) instruct the Lockbox Bank that each Transmission Owner and the Company shall have the right, without the consent of any Cash Receipts now other Person, to withdraw amounts on deposit in such Transmission Owner's or the Company's Lockbox Subaccount as and in when desired by such Transmission Owner and/or the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox AccountCompany. (b) On each Disbursement DateAs soon as practical after receipt of collected funds in the Collection Account, Administrative Agent (on behalf of the Lenders) Company shall direct cause the Lockbox Bank to make transfer the following payments from share of such funds belonging to each of the Company and the Transmission Owners to its respective Lockbox Subaccount. The Company and the Transmission Owners acknowledge and agree that the Lockbox Account in Subaccounts and all amounts deposited therein are to constitute the following order of priority sole and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time exclusive property of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent Transmission Owner or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01Company in whose name such Lockbox Subaccount is opened. (c) The Administrative Agent may, at its option, apply sums in Any Party that acquires actual knowledge that it has received from the Lockbox Account Bank funds in excess of those to pay directly which such Party is entitled hereunder (an "Overpayment") promptly shall provide the Company with written notice of such overpayment. If within one (1) year of receipt of funds by a Party from the Lockbox Bank such Party determines that it has received funds less than those to which such Party is entitled hereunder (an "Underpayment"), such Party promptly shall provide the Company with written notice of such Underpayment. If the Company receives a notice of an Overpayment or an Underpayment pursuant to this Section 3.3.4(c), the Company immediately shall (i) notify any other Party that may be affected thereby and (ii) review the books and records of the Company relating to the ultimate payee thereof some payment(s) in question to ascertain whether an Underpayment and/or Overpayment occurred. Any disputes regarding the existence of an Overpayment or all of the payments described Underpayment and corrective actions to be taken shall be resolved in Section 6.01accordance with Article VI. If an Overpaid Party seeks to terminate this Agreement for any reason, then such Overpaid Party, shall, as the Lenders elect. (d) Upon the Credit Agreement Termination Datea condition precedent to its termination of this Agreement, all amounts remaining in the Lockbox Account shall be disbursed pay to the Borrower Company, as agent for and for remittance to each Underpaid Party the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date amount of any Overpayment such payment shall become dueOverpaid Party has received.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Closing Date and maintain at the Borrower's ’s expense an interest-bearing lockbox deposit account (the "“Lockbox Account"”) under Administrative with Agent's exclusive control --------------- with a bank (. Following the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which occurrence of an Event of Default, all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstandinguntil the commitments hereunder have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full (other than contingent indemnification obligations for which no claim has been asserted)) to address any direction letter or letter-in-lieu of division order executed by Borrower that Agent may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from Borrower’s Oil and Gas Properties at any time any Loan is outstanding. Upon the occurrence of a Triggering Default or in connection with the exercise of Agent’s remedies pursuant to Section 10.2. (a) hereof, Agent will be authorized and entitled, in its sole and uncontrolled discretion, to (i) collect payments and revenues derived from all of Borrower’s accounts maintained with Agent, (ii) sweep on a daily basis all cash in any Collateral Account to be applied against the balance then outstanding on the Loans, and (iii) deliver any letter-in-lieu of division order or direction letter executed by a member of Borrower it that Agent may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Borrower’s Oil and Gas Properties. While an Event of Default exists, Agent also has the right to the extent block each Collateral Account such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent is prohibited from making any withdrawals or disbursements from any Collateral Account. Agent shall send notice to Borrower after the date occurrence of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests an Event of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01Default. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a1) Borrower has established and will maintain with The Borrower and Chase Manhattan Bank (in such capacity, the Administrative Agent shall establish by "Lockbox Bank"), a separate segregated account (number 230-110789) for the Effective Date and maintain at the Borrower's expense an interest-bearing account Project (the "Lockbox Account") ). The Lockbox Account will be owned by the Borrower but shall be in the name of and under the sole dominion and control of the Administrative Agent pursuant to a lockbox account agreement, an agreement for notification and acknowledgment of pledge of accounts or similar agreement (a "Lockbox Agreement"). The Lockbox Account shall be entitled "General Electric Capital Corporation, as the Administrative Agent, pursuant to Loan Agreement dated as of December 13, 0000-0000 0xx Xxxxxx Rent Payment Account", provided that the Administrative Agent shall have the option to cause the Lockbox Bank to change the name of the Lockbox Account by giving notice to the Borrower, the Lenders and such Lockbox Bank. Borrower hereby grants to the Administrative Agent a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of the Administrative Agent a perfected first priority security interest in such Lockbox Account, including, without limitation, executing and filing UCC-1 financing statements and continuations thereof and entering into agreements to confirm the Administrative Agent's exclusive dominion and control --------------- with a bank (over the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorneyshall have the sole right to make withdrawals from the Lockbox Account and all reasonable out-inof-fact (pocket costs and such appointment expenses for establishing and maintaining the Lockbox Account shall be deemed paid by Borrower. (2) At the Administrative Agent's request, Borrower shall, or shall cause Manager to, deliver written instructions in substantially the form of Exhibit B hereto to be coupled with an interest so long as any Loans remain outstanding) all tenants under leases to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons all rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting rents or otherwise relating to the Project into the Lockbox Account promptly upon receipt. (b3) On each Disbursement DateDuring any period other than a Trigger Period and except as provided in Section 5.3 with respect to pre-paid rents, the Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent sweep on a daily basis all funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the an account designated maintained by the Borrower (such account being referred to as the "Operating Borrower Account") in a at such financial institution or, at the joint written notice ----------------- given by direction of the Borrower and the Mezzanine Lender, to such other account (the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment "Mezzanine Loan Lockbox Account") as shall become due.be designated in writing by

Lockbox Account. (a) The Borrower and will, except as provided in herein, by not later than the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing Closing Date, replace any existing depository accounts with a lock box account (the "Lockbox Account") under Administrative Agent's exclusive the control --------------- of the Agent in the name of the Borrower and direct its account debtors and obligors on instruments or other obligors of the Borrower with respect to any of the Collateral, pursuant to a bank form of notification letter (the a "Lockbox BankDirect Collection Letter") reasonably acceptable in substantially the form of EXHIBIT E which Direct Collection Letter shall be deemed to satisfy the requirements of Section 4.2 of the Lockbox Agreement, to make all payments on or with respect to any of the Collateral due or to become due to the Lenders which has ------------ entered into a lockbox account agreement pursuant Borrower directly to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative agrees that such directions cannot be revoked or otherwise varied without the consent of the Agent. The Borrower further agrees that all such payments received in such Lockbox Account will be the sole and exclusive property of the Agent as its attorney-in-fact (for the benefit of the Agent and the Banks, except to the extent expressly provided herein or therein. If, notwithstanding the issuance of such appointment shall be deemed Direct Collection Letters, the Borrower receives any cash proceeds of any of the Collateral, whether in the form of money, checks or otherwise, the Borrower will hold such cash proceeds in trust for the benefit of the Agent and the Banks and turn such cash proceeds promptly over to the Agent in the identical form received to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to deposited in the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf . Upon receipt of the Lenders) shall direct any funds in the Lockbox Bank Account, the Agent is hereby directed to: (i) first, on each date on which the Borrower is required to make the following payments from the Lockbox Account in the following order of priority a payment pursuant to Section 2.3, Section 2.5 and Section 3.1 hereunder, and to the extent on such date the Agent determines that good funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its optionhave been received, apply sums the funds in the Lockbox Account to pay directly the payment of the amounts then due and payable pursuant to 2.3, Section 2.5 and Section 3.1 hereunder; (ii) second, on the thirtieth (30th) Business Day (or such earlier time as the Borrower may authorize) following a written notice by the Agent to the ultimate payee thereof some or all Borrower setting forth the amount of any fees, expenses and other payments to be made hereunder (other than pursuant to (i) above) and a brief explanation of such amounts, and to the payments described in Section 6.01extent on such date the Agent determines that good funds have been received, as apply the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining funds in the Lockbox Account shall be disbursed to the Borrower payment of any such amounts; (iii) third, to the extent funds in the Cash Collateral Account are less than the Working Capital Reserve, deposit to the Cash Collateral Account an amount equal to the shortfall in the Working Capital Reserve, to be invested or applied in accordance with the terms of the Cash Collateral Agreement; (iv) fourth, deposit to an operating account designated by of the Borrower maintained with the Agent (the "Operating Account") in a written notice ----------------- given all unpaid amounts owing by the Borrower to any Person that have accrued up to and including such date (including, without limitation, accrued interest on the Lenders Loan) and accrued fees and expenses of the Borrower to any Person (such deposited amounts, collectively, the "Accrued Amounts"); and (v) fifth, if no Default or Event of Default shall have occurred and be continuing, deposit any amounts in the Lockbox Account that have not been applied pursuant to clauses (i), (ii), (iii) and (iv) above, in the Operating Account or as otherwise directed by the Borrower from time to time. For purposes of the foregoing provisions of this Section 6.16 the Agent shall not be deemed to have received any such cash proceeds on any day unless received by the Agent before 3:00 p.m. (Boston time) on such day. The Borrower further acknowledge and agree that any provisional credit shall be subject to reversal if final collection in good funds of the related item is not received by the Agent in accordance with the Agent's customary procedures and practices for collecting provisional items. The parties hereto hereby agree that, not later than 12:00 noon New York, New York time on a day which is two Business Days prior notwithstanding anything to the date contrary herein or any of the other Loan Documents, (i) any amounts deposited in the Operating Account shall be automatically released from the security interest granted to the Agent under the Loan Documents, (ii) the Operating Account and any amounts held therein shall not be subject to a security interest of the Agent under the Loan Documents and (iii) all amounts held in the Operating Account shall be applied by the Borrower in its sole discretion from time to time; PROVIDED, HOWEVER, the Borrower agrees that it will maintain in the Operating Account and in investments permitted by Section 7.3 an aggregate amount at least equal to Accrued Amounts representing accrued and unpaid amounts referred to in subparagraph (iv) above that have not been paid or satisfied by payment by the Borrower from such payment shall become dueOperating Account or otherwise.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's ’s expense an interest-bearing account (the "“Lockbox Account"”) under Administrative Agent's ’s exclusive control --------------- with a bank (the "“Lockbox Bank"”) reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such PropertiesProperties and is payable to non-Affiliated third parties, and (B) to remit any revenues attributable to the royalty, overriding royalty and working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem taxtax attributable to all proceeds received by Borrower; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's ’s Property (the "“Casualty Proceeds"”), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he the Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costspayment of development costs, including any related capital expenditures, that are part of the approved Development Plan, which costs have been approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in to be funded from the Lockbox Account to pay directly to Account; provided, however, that any amounts so funded shall reduce the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated then available Commitment by the Borrower (amount of such payments from the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.Lockbox;

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's ’s expense an interest-bearing account (the "“Lockbox Account"”) under Administrative Agent's ’s exclusive control --------------- with a bank (the "“Lockbox Bank"”) reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty royalties interests created by under any ORRI Conveyance Assignment and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such PropertiesProperties and is payable to non-Affiliated third parties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) discretion and any applicable severance tax or ad-valorem taxtax attributable to all proceeds received by Borrower; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by in an amount equal to the Lenderslesser of actual Operating Costs for the applicable month or $85,000; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's ’s Property (the "“Casualty Proceeds"”), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he the Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01; (x) if the Borrower elects to be taxed as a partnership or similar “pass through” entity, payment of Quarterly Taxes of the partners of the Borrower for the applicable fiscal quarter; (xi) any remaining amounts after Borrower has established a balance of $25,000 in the Lockbox Account, to the Borrower in the Operating Account. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect, including advances or prepayment to third Persons of expenditures incurred in the ordinary course of Borrower’s operation of its Properties. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) The Borrower On and after August 5, 2009, all cash produced by, and all other cash proceeds of, including without limitation cash proceeds produced from the Administrative Agent shall establish operation of, any of the Collateral Properties which proceeds are received by the Effective Date and maintain at Holdings, the Borrower's expense an interest-bearing account , or any of its Subsidiaries (the "Lockbox Account"collectively, “Receipts”) shall be managed as provided in this Section 3.5; provided that fee and reimbursement payments under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be management contracts received by the Borrower Morgans Hotel Group Management LLC shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall not be deemed to be coupled “Receipts” for purposes of this Section 3.5. (a) A non-interest bearing deposit account shall be maintained with the Agent by (i) each of the Florida Borrower, the NY Morgans Borrower, the NY Royalton Borrower, Madison Bar Company and 43rd Restaurant LLC at each such Person’s own expense (the “Initial Lockbox Accounts”) and (ii) by the Borrower at the Borrower’s expense (the “Borrower Lockbox Account” and together with the Initial Lockbox Accounts, the “Lockbox Accounts”); provided, however, that Madison Bar Company shall not be required to maintain an interest Initial Lockbox Account (A) so long as Madison Bar Company does not own or hold any Loans remain outstandingReceipts and is not reasonably expected to receive any Receipts in the future, or (B) the Agent (in its sole discretion) permits the termination of such Initial Lockbox Account. Each of Holdings and the Borrower shall, and shall cause each Subsidiary (other than any joint venture which would not be a Subsidiary but for the effect of FIN 46R) to, ensure that all Receipts are either (x) paid directly into a Lockbox Account or (y) within one (1) Business Day after receipt by Holdings, the Borrower or any such Subsidiary, deposited into a Lockbox Account, in each case in accordance with procedures and arrangements acceptable to address any direction letter or letter-in-lieu of division order executed the Agent and subject only to such changes as may be approved in advance by the Agent; provided, that if the Lockbox Account into which the Receipts are either paid or deposited pursuant to clause (x) or (y) above is an Initial Lockbox Account, such Receipts shall be swept into the Borrower it may hold and deliver Lockbox Account within one (1) Business Day after being either paid or have delivered any deposited into such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Initial Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf Each of Holdings and the Lenders) Borrower acknowledges that it waives and shall direct the Lockbox Bank have no right to make the following payments from object to or seek to delay or to cause any application of any Receipts deposited and/or paid into the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any transfer of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and funds in accordance with the provisions of this Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.013.5. (c) The Administrative Each of Holdings and the Borrower acknowledges that the Lockbox Account will be subject to the control of the Agent mayand, at its optionupon the occurrence of an Event of Default, apply sums the Agent may direct the disposition of funds in the Lockbox Account without further consent of the Borrower. (d) At all times after the Lockbox Account has been established when there are no unpaid fees and expenses then due and owing to the Agent, no unreimbursed drawings under Letters of Credit and no Event of Default is continuing, the Agent shall automatically cause all of the available balance in the Lockbox Account to pay be released to the Borrower, such release to be made as promptly as practicable to such deposit account as the Borrower may designate. Funds are not available if, in the determination of the Agent, they are subject to a hold, dispute or legal process preventing their withdrawal, are not “collected funds” or, if funds are made available by the Agent in its sole discretion prior to such funds being “collected funds”, are subject to a reserve established by the Agent for settlement of funds and returned items. Each of Holdings and the Borrower acknowledges and agrees that the Agent may debit the Lockbox Account for any entries, whether credit or debit, that are subsequently returned for any reason. Notwithstanding the foregoing or anything else in this Section 3.5. to the contrary, the Agent shall be permitted to comply with any writ, levy order or other similar judicial or regulatory order or process concerning the Lockbox Account or any check or other payment instruction and shall not be in violation of this Section 3.5. for so doing. (e) To the extent that any Receipts are not sent directly to the ultimate payee thereof some Lockbox Account but are received by Holdings, the Borrower or all any Subsidiary after the Lockbox Account has been established, such Receipts shall be held in trust for the benefit of the payments described Agent and remitted as promptly as practicable (and in any event, no later than one (1) Business Day after receipt thereof) in the form received, to the Lockbox Account. Each of Holdings and the Borrower acknowledges and agrees that its compliance with the terms of this Section 6.013.5. is essential. (f) Each of Holdings and the Borrower hereby irrevocably appoints and makes each of the officers of the Agent the true and lawful attorney for each of Holdings and the Borrower (without requiring any of them to act as such) with full power of substitution to endorse the name of Holdings or the Borrower upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Holdings or the Borrower. In addition, if Holdings or the Borrower breaches its obligation hereunder to direct Receipts to the Lockbox Account, the Agent, as the Lenders elect. true and lawful attorney for Holdings or the Borrower, may, by the signature or other act of any of the Agent’s officers (d) Upon the Credit Agreement Termination Datewithout requiring any of them to do so), all amounts remaining in direct any account debtor or other applicable Person to make payments of or with respect to Receipts to the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) The Borrower On and after August 5, 2009, all cash produced by, and all other cash proceeds of, including without limitation cash proceeds produced from the Administrative Agent shall establish operation of, any of the Collateral Properties which proceeds are received by the Effective Date and maintain at Holdings, the Borrower's expense an interest-bearing account , or any of its Subsidiaries (the "Lockbox Account"collectively, “Receipts”) shall be managed as provided in this Section 3.5; provided that fee and reimbursement payments under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be management contracts received by the Borrower Morgans Hotel Group Management LLC shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall not be deemed to be coupled “Receipts” for purposes of this Section 3.5. (a) A non-interest bearing deposit account shall be maintained with the Agent by (i) each of the Florida Borrower, the NY Morgans Borrower, the NY Royalton Borrower, Madison Bar Company and 43rd Restaurant LLC at each such Person’s own expense (the “Initial Lockbox Accounts”) and (ii) by the Borrower at the Borrower’s expense (the “Borrower Lockbox Account” and together with the Initial Lockbox Accounts, the “Lockbox Accounts”); provided, however, that Madison Bar Company shall not be required to maintain an interest Initial Lockbox Account (A) so long as Madison Bar Company does not own or hold any Loans remain outstandingReceipts and is not reasonably expected to receive any Receipts in the future, or (B) the Agent (in its sole discretion) permits the termination of such Initial Lockbox Account. Each of Holdings and the Borrower shall, and shall cause each Subsidiary (other than any joint venture which would not be a Subsidiary but for the effect of FIN 46R) to, ensure that all Receipts are either (x) paid directly into a Lockbox Account or (y) within one (1) Business Day after receipt by Holdings, the Borrower or any such Subsidiary, deposited into a Lockbox Account, in each case in accordance with procedures and arrangements acceptable to address any direction letter or letter-in-lieu of division order executed the Agent and subject only to such changes as may be approved in advance by the Agent; provided, that if the Lockbox Account into which the Receipts are either paid or deposited pursuant to clause (x) or (y) above is an Initial Lockbox Account, such Receipts shall be swept into the Borrower it may hold and deliver Lockbox Account within one (1) Business Day after being either paid or have delivered any deposited into such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Initial Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf Each of Holdings and the Lenders) Borrower acknowledges that it waives and shall direct the Lockbox Bank have no right to make the following payments from object to or seek to delay or to cause any application of any Receipts deposited and/or paid into the Lockbox Account in the following order of priority and to the extent funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any transfer of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and funds in accordance with the provisions of this Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.013.5. (c) The Administrative Each of Holdings and the Borrower acknowledges that the Lockbox Account will be subject to the control of the Agent mayand, at its optionupon the occurrence of an Event of Default, apply sums the Agent may direct the disposition of funds in the Lockbox Account to pay directly to the ultimate payee thereof some or all without further consent of the payments described in Section 6.01, as the Lenders electBorrower. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become due.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense all times with Bank an interest-bearing account (the "Lockbox Lock Box Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement pursuant to which all Cash Receipts to be funds received by the Borrower from any source shall immediately be deposited, and the . Borrower shall direct (all customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank, over which Bank shall have exclusive and hereby agrees to direct) each payor of any Cash Receipts now and in unrestricted access. Bank shall collect the future to make payment mail delivered to such Lockbox post office box, open such mail, and endorse and credit all items to the Lock Box Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf of the Lenders) shall direct the Lockbox Bank all customers or other persons owing money to Borrower who make the following payments from the Lockbox Account in the following order by electronic transfer of priority and funds to the extent wire such funds remain available: (i) amounts to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem tax; (ii) payment to any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the Lenders; (iii) Operating Costs approved by the Lenders; (iv) payment of any cash or cash equivalents representing proceeds of insurance policies with respect to any casualty to any of the Borrower's Property (the "Casualty Proceeds"), to the Casualty Proceeds ----------------- Account subject to and in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid on the Loans; (vii) payment to he Administrative Agent and the Lenders of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums in the Lockbox Account to pay directly to the ultimate payee thereof some Lock Box Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the post office box or Lock Box Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Lock Box Account. Borrower irrevocably authorizes Bank to transfer to the Lock Box Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. Borrower shall not establish or maintain any accounts with any Person other than Bank except for accounts opened in the ordinary course of business from which all funds are transferred on a daily basis to the Lock Box Account. Bank shall have all right, title and interest in all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining in the Lockbox Account shall be disbursed to the Borrower to the account designated by the Borrower (the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders items from time to timetime in the Lock Box Account and their proceeds as may be necessary to satisfy outstanding Obligations. Except for amounts held in the Lock Box Account that exceed the outstanding balance of the Obligations, not later than 12:00 noon New Yorkif any, New York time neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Lock Box Account, which shall be under the sole control of Bank. Bank shall move all amounts in such Lock Box Account to Borrower's operating account at Bank on a day which is two Business Days prior daily basis. Upon the occurrence and during the continuance of an Event of Default, Bank shall apply all amounts in such Lock Box Account to the date such payment shall become dueoutstanding balance of the Obligations.

Lockbox Account. (a) The Borrower and the Administrative Agent shall establish by the Effective Date and maintain at the Borrower's expense an interest-bearing account (the "Lockbox Account") under Administrative Agent's exclusive control --------------- with a bank (the "Lockbox Bank") reasonably acceptable to the Lenders which has ------------ entered into a lockbox account agreement Servicer shall, pursuant to which all Cash Receipts to be received by the Borrower shall be deposited, and the Borrower shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to such Lockbox Account. The Borrower hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Loans remain outstanding) to address any direction letter or letter-in-lieu of division order executed by the Borrower it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Oil and Gas Properties that is not then directing payment for such Hydrocarbons to the Lockbox Agreement, establish and maintain the Lockbox Account, which shall be an Eligible Account, entitled "AMRESCO Management, Inc., in Trust for The Chase Manhattan Bank, as trustee, in trust for the holders of the Hospitality Properties Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-C1, Lockbox Account. (b) On each Disbursement Date, Administrative Agent (on behalf " The assets of the Lenders) shall direct the Lockbox Bank to make the following payments from the Lockbox Account shall, subject to the Lockbox Agreement, be owned by the Borrowers and shall be, pursuant to the Assignments of Leases and Rents and the Assignment of Interest Rate Cap Agreements, pledged to the Trustee for the benefit of the Certificateholders as collateral securing the Mortgage Loan. Prior to realization upon such account following an event of default under the Mortgage Loan Documents, the assets of the Lockbox Account shall be treated as the property of the Borrowers for federal, state and local income tax purposes. The Servicer shall deposit or cause to be deposited in the Lockbox Account, as and when received, the following order of priority and to the extent funds remain availablepayments: (i) amounts all payments of Periodic Rent received by it pursuant to the Borrower to (A) pay overriding royalty interests created by any ORRI Conveyance Assignments of Leases and to pay other royalties and overriding royalty interests (1) with respect to existing Oil and Gas Properties, to the extent such burdens exist at the time of the execution of this Agreement and (2) with respect to Properties that Borrower acquires subsequent to the date of this Agreement to the extent such burdens exist at the time that the Borrower acquires such Properties, and (B) to remit any revenues attributable to the working interests of third parties that were paid to or received by the Borrower, in each case, as the Lenders determine is reasonably accurate in its good faith discretion) and any applicable severance tax or ad-valorem taxRents; (ii) payment all payments under the Cap Agreements received by it pursuant to the Assignments of Interest Rate Cap Agreement (other than any third party (including Lenders or any of their Affiliates) of any amounts due under any Swap Agreement of the Borrower approved by the LendersSettlement Amount); (iii) Operating Costs approved by the LendersSettlement Amount, to the extent that payment of such amount to a substitute cap counterparty is pending; (iv) any amount by which any Settlement Amount exceeds the amount required as an up-front payment under a substitute cap agreement having substantially the same terms as the related Cap Agreement with a substitute cap counterparty having the same ratings as the Cap Counterparty; and (v) in the event a Lease or any substitute lease, as applicable, related to a Mortgaged Property is no longer in effect, the revenues (net of certain expenses in connection with the operation of the related Mortgaged Property) received by the applicable Borrower for the operation of the related Mortgaged Property. If a Mortgage Loan Event of Default occurs, the Servicer shall hold any amounts then or thereafter on deposit in the Lockbox Account as additional security for the Borrowers' obligations under the Mortgage Loan or will apply such funds in payment of any cash or cash equivalents representing proceeds sums due under the Mortgage Loan Documents. Upon the occurrence of insurance policies with respect a non-monetary Mortgage Loan Event of Default which is attributable to any casualty to any of the Borrower's an identifiable Mortgaged Property (the each, an "Casualty ProceedsAffected Property"), provided that the removal of such Affected Property from the collateral securing the Borrowers' obligations to repay the Mortgage Loan would effect a cure of such Mortgage Loan Event of Default, the Servicer, at its option, may apply the amount withdrawn from the Lockbox Account, which would otherwise be remitted to the Casualty Proceeds ----------------- Borrowers, in repayment of the Mortgage Loan Principal Balance until such time as the Mortgage Loan has been repaid in an amount equal to 125% of the Loan Allocation Amount of the Affected Property, at which time the Affected Property will be released by the Servicer on behalf of the Trust from the lien of the applicable Mortgage. In the event that deposits are made to the Lockbox Account that are not required to be deposited therein, the Servicer shall promptly upon notice thereof withdraw such amounts from the Lockbox Account and apply such funds as appropriate under this Agreement, any provision herein to the contrary notwithstanding, but subject to the terms of the Assignments of Leases and Rents. The Servicer shall invest the amount at any time credited to the Lockbox Account, at the direction of the Borrowers, in Permitted Investments that mature, or are subject to withdrawal or redemption, on or before the succeeding Due Date. The income from Permitted Investments of funds in the Lockbox Account shall be deposited in the Lockbox Account for distribution in accordance with the provisions of Section 6.03; (v) payment of all fees owed to any of the Administrative Agent or the Lenders then due and unpaid under Section 2.04; (vi) payment of all interest then accrued and unpaid 3.06. Any losses on the Loans; (vii) payment to he Administrative Agent and the Lenders investment of any other amounts due (other than principal on the Loans) under this Agreement and any of the other Loan Documents; (viii) General and Administrative Costs, approved by the Lender; (ix) payment of all conservation Taxes; and (x) payment of all principal then due under Section 3.01. (c) The Administrative Agent may, at its option, apply sums funds in the Lockbox Account will be required to pay directly to be deposited by the ultimate payee thereof some or all of the payments described in Section 6.01, as the Lenders elect. (d) Upon the Credit Agreement Termination Date, all amounts remaining Borrowers in the Lockbox Account shall be disbursed Account, to the Borrower extent such amounts are necessary to make required deposits into the account designated by Collection Account or to pay the Borrower (Servicing Fee or Trustee Fee, on or before the "Operating Account") in a written notice ----------------- given by the Borrower to the Lenders from time to time, not later than 12:00 noon New York, New York time on a day which is two Business Days prior to the date such payment shall become duesucceeding Due Date.