Common use of Cash Collateral Accounts Clause in Contracts

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "OPERATING ACCOUNT") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTS"), pursuant to which such banks have been instructed to deposit on a daily basis by transfer to the Operating Account, upon receipt, all operating revenue from the Premises, and other amounts received in the Property Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership without the prior written consent of each Holder of an Outstanding Security. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding month.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Account Bank, Borrower shall establish and maintain with Agent one or more operating accounts for the benefit of Trustee, as secured party, a segregated cash collateral account Borrower (the "OPERATING ACCOUNTOperating Accounts") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating and lockbox accounts for the Premises Borrower (the "PROPERTY ACCOUNTSLockbox Accounts"), pursuant the maintenance of each of which shall be subject to which such banks rules and regulations as the Agent shall from time to time specify. Such accounts shall be maintained with the Agent until all amounts due hereunder and under the Notes have been instructed to deposit on a daily basis by transfer to paid in full. To the Operating Accountextent not already so instructed, upon receipt, Borrower shall within ten (10) days of the Effective Date instruct and cause all operating revenue monetary proceeds of production from the Premises, Oil and other amounts received in the Property Gas Properties to be remitted to their respective Lockbox Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers Such proceeds of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger production shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership redirected without the prior written consent of the Required Lenders until such time as all indebtedness due Lenders by Borrower has been paid in full and the Commitment has been terminated. If no Event of Default (and no event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing, the full balance of the Lockbox Accounts each Holder of an Outstanding Securityday will be deposited into the Operating Accounts. The Borrower hereby grants a security interest to Agent and the Lenders in and to the Lockbox Accounts and the Operating Accounts (collectively, the "Cash Collateral Accounts") and all checks, drafts and other items ever received for deposit therein. If any Event of Default shall occur and be continuing, Agent shall have the immediate right, without prior notice or demand, to take and apply against the Borrower's obligations hereunder any and all funds legally and beneficially owned by the Borrower then or thereafter on deposit in the Cash Collateral Accounts for the ratable benefit of the Lenders. One of the Operating Accounts required herein shall be subject a special purpose sinking fund account (the "Sinking Fund Account") for the accumulation of the interest payments to such applicable lawsbe made on the Senior Notes, and each month Borrower shall deposit into such applicable regulations Sinking Fund Account one-twelfth (1/12th) of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing annual aggregate interest payments due on the Accounts Senior Notes beginning December 31, 1999. Borrower shall be periodically added to withdraw the principal amount funds deposited in such Operating Account only for the purpose of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income paying interest payments due on the AccountsSenior Notes. Returned items Borrower shall have deposited $3,500,000 in such Sinking Fund Account on or before the Property Accounts will be charged against the Partnership in the succeeding monthEffective Date.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Account Bank, Borrower and Guarantor shall establish and maintain with Agent one or more operating accounts for the benefit of Trustee, as secured party, a segregated cash collateral account Borrower and Guarantor (the "OPERATING ACCOUNTOperating Accounts") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating and lockbox accounts for the Premises Borrower (the "PROPERTY ACCOUNTSLockbox Accounts"), pursuant the maintenance of each of which shall be subject to which such banks rules and regulations as the Agent shall from time to time specify. Such accounts shall be maintained with the Agent until all amounts due hereunder and under the Notes have been instructed to deposit on a daily basis by transfer to paid in full. To the Operating Accountextent not already so instructed, upon receipt, Borrower and Guarantor shall within ten (10) days of the Effective Date instruct and cause all operating revenue monetary proceeds of production from the Premises, Oil and other amounts received in the Property Gas Properties to be remitted to their respective Lockbox Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers Such proceeds of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger production shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership redirected without the prior written consent of the Agent until such time as all indebtedness due Banks by Borrower has been paid in full and the Commitments have been terminated. If no Event of Default (and no event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing, the full balance of the Lockbox Accounts each Holder of an Outstanding Securityday will be deposited into the Operating Accounts. The Borrower and Guarantor hereby grant a security interest to Banks in and to the Lockbox Accounts and the Operating Accounts (collectively, the "Cash Collateral Accounts") and all checks, drafts and other items ever received by any Bank for deposit therein. If any Event of Default shall occur and be subject continuing, Agent shall have the immediate right, without prior notice or demand, to such applicable laws, take and such applicable regulations apply against the Borrower's and Guarantor's obligations hereunder any and all funds legally and beneficially owned by the Borrower or Guarantor then or thereafter on deposit in the Cash Collateral Accounts for the ratable benefit of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthBanks.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral Each deposit account maintained by Borrower and each Subsidiary Guarantor shall be established and maintained with Agent (the "OPERATING ACCOUNT") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTSOperating Accounts"), pursuant subject to which such banks have been instructed rules and regulations as Agent may from time to deposit on a daily basis by transfer to time specify. Such Operating Accounts shall be the Operating Account, upon receipt, all sole operating revenue from the Premises, and other amounts received in the Property Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers accounts of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at Borrower and the Closing to deposit directly, on a daily basis, all checks Subsidiary Guarantors; provided that Borrower and all funds the Subsidiary Guarantors may establish and revenues received maintain other operating accounts with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no Persons other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) than Agent so long as any Notes the aggregate balance of all such operating accounts not maintained with Agent does not exceed C$75,000 for Borrower and all Subsidiary Guarantors, taken as a whole. Such accounts shall be Outstanding maintained with the Agent until all amounts due hereunder and under the Permitted Merger Notes have been paid in full. To the extent not already so instructed, Borrower, and each Subsidiary Guarantor shall, within sixty (60) days of the Effective Date instruct and cause all monetary proceeds of production from the Oil and Gas Properties to be remitted to its Operating Accounts. Such proceeds of production shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership redirected without the prior written consent of each Holder of an Outstanding Securitythe Agent until such time as all indebtedness due Lenders by Borrower has been paid in full and the Commitment has been terminated. The Accounts shall be subject to such applicable lawsBorrower hereby grants, and such applicable regulations Borrower shall cause each Subsidiary Guarantor to grant, a security interest to Lenders in and to its Operating Accounts (collectively, the "Cash Collateral Accounts") and all checks, drafts and other items ever received by any Lender for deposit therein. If any Event of Default shall occur and be continuing, Agent shall have the immediate right, without prior notice or demand, to take and apply against the Borrower's obligations hereunder any and all funds legally and beneficially owned by the Borrower and any Subsidiary Guarantor then or thereafter on deposit in the Cash Collateral Accounts for the ratable benefit of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthLenders.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Account Bank, Borrowers shall establish and maintain ------------------------ with Agent one or more operating accounts for the benefit of Trustee, as secured party, a segregated cash collateral account each Borrower (the "OPERATING ACCOUNTOperating Accounts") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating and lockbox accounts for the Premises each Borrower (the "PROPERTY ACCOUNTSLockbox Accounts"), pursuant the maintenance of each of which shall be subject to which such banks rules and regulations as the Agent shall from time to time specify. Such accounts shall be maintained with the Agent until all amounts due hereunder and under the Notes have been instructed to deposit on a daily basis by transfer to paid in full. Borrowers shall within ten (10) days of the Operating Account, upon receipt, Effective Date instruct and cause all operating revenue monetary proceeds of production from the Premises, Oil and other amounts received in the Property Gas Properties to be remitted to their respective Lockbox Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers Such proceeds of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger production shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership redirected without the prior written consent of the Agent until such time as all indebtedness due Banks by Borrowers has been paid in full and the Commitments have been terminated. If no Event of Default (and no event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing, the full balance of the Lockbox Accounts each Holder of an Outstanding Securityday will be deposited into the Operating Accounts. The Borrowers hereby grant a security interest to Banks in and to the Lockbox Accounts and the Operating Accounts (collectively, the "Cash Collateral Accounts") and all checks, drafts and other items ever received by any Bank for deposit therein. If any Event of Default shall occur and be subject continuing, Agent shall have the immediate right, without prior notice or demand, to such applicable laws, take and such applicable regulations apply against the Borrowers' obligations hereunder any and all funds legally and beneficially owned by the Borrowers then or thereafter on deposit in the Cash Collateral Accounts for the ratable benefit of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthBanks.

Cash Collateral Accounts. (a) The Partnership Secured Party is hereby establishes authorized to establish and maintain as blocked accounts in the name of the Borrower and under the sole dominion and control of Secured Party, a restricted deposit account designated as "Levi Xxxxxxx & Co. Cash Collateral Account" (the "CASH COLLATERAL ACCOUNT") and a restricted deposit account designated as "Levi Xxxxxxx & Co. L/C Cash Collateral Account" the "L/C CASH COLLATERAL ACCOUNT"). All amounts at any time held in the Cash Collateral Account Bankand the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in the name of Secured Party hereunder, for the benefit of Trusteethe Lenders, as secured party, a segregated cash collateral account (security for the "OPERATING ACCOUNT") with Account BankSecured Obligations upon the terms and conditions set forth herein. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B Grantors shall have no right to the banks listed on Schedule I heretowithdraw, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTS"), pursuant to which such banks have been instructed to deposit on a daily basis by transfer to the Operating Account, upon receipt, all operating revenue from the Premises, and other amounts received in the Property Accountsor, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby representsexpressly set forth herein, warrants and covenants that (w) all property managers of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all otherwise receive any funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Cash Collateral Account and the L/C Cash Collateral Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect . Anything contained herein to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding contrary notwithstanding, the Cash Collateral Account and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of L/C Cash Collateral Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership without the prior written consent of each Holder of an Outstanding Security. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. Interest accruing on All deposits of funds in the Accounts Cash Collateral Account and the L/C Cash Collateral Account shall be periodically added to the principal amount made by wire transfer (or, if applicable, by intra-bank transfer from another account of the Accounts and shall be helda Grantor) of immediately available funds, disbursed and applied in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the provisions Cash Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the Cash Collateral Account and the L/C Cash Collateral Account shall not be invested by Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account and the L/C Cash Collateral Account pending application thereof as elsewhere provided in this Agreement. All statements relating To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Cash Collateral Account and the L/C Cash Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party's rights hereunder, any interest earned on deposits of cash in the Accounts Cash Collateral Account and the L/C Cash Collateral Account shall be issued by deposited directly in, and held in the Cash Collateral Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthL/C Cash Collateral Account.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name Borrower shall establish, and shall ------------------------ cause each of Account Bankits Subsidiaries to establish, and maintain with Agent one or more operating accounts for the benefit Borrower and each of Trustee, as secured party, a segregated cash collateral account its Subsidiaries (the "OPERATING ACCOUNTOperating Accounts") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating and lockbox accounts for the Premises Borrower and each of its Subsidiaries (the "PROPERTY ACCOUNTSLockbox Accounts"), pursuant the maintenance of each of which shall be subject to which such banks rules and regulations as the Agent shall from time to time specify. Such accounts shall be maintained with the Agent until all amounts due hereunder and under the Notes have been instructed to deposit on a daily basis by transfer to paid in full. Borrower and each such Subsidiary shall within thirty (30) days of the Operating Account, upon receipt, Effective Date instruct and cause all operating revenue monetary proceeds of production from the Premises, Oil and other amounts received in the Property Gas Properties to be remitted to their respective Lockbox Accounts, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers Such proceeds of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger production shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership redirected without the prior written consent of the Agent until such time as all indebtedness due Banks by Borrower has been paid in full and the Commitment has been terminated. If no Event of Default (and no event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing, the full balance of the Lockbox Accounts each Holder of an Outstanding Securityday will be deposited into the Operating Accounts. The Borrower hereby grants (and will cause the Subsidiaries to grant) a security interest to Banks in and to the Lockbox Accounts and the Operating Accounts (collectively, the "Cash Collateral Accounts") and all checks, drafts and other items ever received by any Bank for deposit therein. If any Event of Default shall occur and be subject continuing, Agent shall have the immediate right, without prior notice or demand, to take and apply against the Borrower's obligations hereunder any and all funds legally and beneficially owned by the Borrower and any such applicable laws, and such applicable regulations Subsidiary then or thereafter on deposit in the Cash Collateral Accounts for the ratable benefit of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthBanks.

Cash Collateral Accounts. (a) The Partnership hereby establishes At, or at any time before, the time Parent shall be required to make a deposit into the "Parent Cash Collateral Account" defined below, the Agent shall establish and maintain at its offices at 1185 Avenue of the Americas, New York, New York in the name of Account Bankthe Parent but under the sole dominion and control of the Agent, a separate cash collateral account designated as "GP Strategies Corporation Cash Collateral Account" (collectively the "Parent Cash Collateral Account"). Parent may from time to time make one or more deposits into the Parent Cash Collateral Account. Parent hereby pledges to the Agent for its benefit, the benefit of Trustee, as secured partythe Issuing Bank and the pro rata benefit of the Lenders, a segregated cash collateral account Lien on and security interest in the Parent Cash Collateral Account and all sums at any time and from time to time on deposit therein (the "OPERATING ACCOUNT") Parent Cash Collateral Account, together with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto all sums on deposit therein, being sometimes hereinafter collectively referred to as EXHIBIT B to the banks listed on Schedule I hereto, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTSParent Cash Collateral"), pursuant as first priority collateral security for the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise of all the Parent Obligations. Parent agrees that at any time and from time to which such banks have been instructed to deposit on a daily basis by transfer time at its expense, it will promptly execute and deliver to the Operating Account, upon receipt, all operating revenue from the PremisesAgent any further instruments and documents, and other amounts received take any further actions, that may be necessary or that the Agent may reasonably request, in order to perfect and protect any first priority security interest granted or purported to be granted hereby or to enable the Property AccountsAgent to exercise and enforce its rights and remedies hereunder with respect to any Parent Cash Collateral. Parent agrees that it will not (i) sell or otherwise dispose of any of the Parent Cash Collateral, or (ii) create or permit to exist any Lien upon any of the Parent Cash Collateral, except for daily maximum amounts Permitted Liens. Parent hereby authorizes the Property Accounts are Agent, promptly after each drawing under any Letter of Credit shall become due and payable and at any time any other Parent Obligations shall be due and owing, to retain as shown apply any and all cash on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers deposit in the Parent Cash Collateral Account towards the reimbursement of the Premises have been instructed pursuant to letters Issuing Bank for all sums paid in respect of instruction delivered to Trustee at the Closing to deposit directlysuch drawing, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral Parent Obligations which shall then be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership without the prior written consent of each Holder of an Outstanding Security. The Accounts shall be subject to such applicable laws, due and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthowing.

Cash Collateral Accounts. (a) The Partnership hereby establishes in the name of Senior Agent has established ------------------------ a Deposit Account Bankat Citibank, for the benefit of Trusteedesignated as "Citicorp USA, as secured party, a segregated cash collateral account (the Inc. - National Steel Corporation Concentration Account"OPERATING ACCOUNT") with Account Bank. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B Borrower agrees to promptly provide notice to the banks listed on Schedule I hereto, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTS"), pursuant to which such banks have been instructed to deposit on a daily basis by transfer to the Operating Account, upon receipt, all operating revenue from the Premises, and Secured Party of any other amounts received in the Property Accounts, except for daily maximum amounts the Property Deposit Accounts are to retain as shown on Schedule 1. The Partnership hereby represents, warrants and covenants that (w) all property managers of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Account, (y) there are no other accounts maintained established by the Partnership or any other Person with respect to Senior Agent. Following the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the NotesSenior Loan Obligations and termination of the commitments under the Senior Credit Agreement, this Agreement the Borrower agrees as follows: (i) the Secured Party may establish one or more Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; (ii) each such account shall be irrevocable by in the Partnership without name of the prior written consent of Secured Party (but may also have words referring to the Borrower and the account's purpose); (iii) each Holder of an Outstanding Security. The Accounts such account shall be subject to such applicable laws, under the sole dominion and such applicable regulations control of the Board of Governors of Secured Party; (iv) the Federal Reserve System and of any other banking or governmental authority, as may now or hereafter be in effect. Interest accruing on the Accounts shall be periodically added to the principal amount of the Accounts and shall be held, disbursed and applied in accordance with the provisions of this Agreement. All statements relating to the Accounts shall be issued by Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership Secured Party shall be the beneficial owner entitlement holder with respect to each such Securities Account and the only Person authorized to give entitlement orders with respect thereto; and (v) without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Accounts Secured Party and, except during the continuance of an Event of Default, the Secured Party agrees with the Borrower to issue entitlement orders for federal such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Secured Party shall not have any responsibility for, or bear any risk of loss of, any such investment or income tax purposes thereon. Neither the Borrower nor any other Loan Party or Person claiming on behalf of or through the Borrower or any other Loan Party shall have any right to demand payment of any of the funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding monetary Obligations then due and payable. The Secured Party shall report apply all income funds on the Accounts. Returned items deposit in any Cash Collateral Account as provided in the Property Accounts will Subordinated Credit Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied to be charged against paid at the Partnership in written direction of the succeeding monthBorrower.

Cash Collateral Accounts. (a) The Partnership Secured Party is hereby establishes authorized to establish and maintain as blocked accounts in the name of the Borrower and under the sole dominion and control of the Secured Party, a restricted deposit account designated as "Levi Xxxxxxx & Co. Cash Collateral Account" (the "Cash Collateral Account") and a restricted deposit account designated as "Levi Xxxxxxx & Co. L/C Cash Collateral Account" the "L/C Cash Collateral Account"). All amounts at any time held in the Cash Collateral Account Bankand the L/C Cash Collateral Account shall be beneficially owned by the Grantors but shall be held in the name of the Secured Party hereunder, for the benefit of Trusteethe Lenders and the Selected Revolving Lenders, as secured party, a segregated cash collateral account (security for the "OPERATING ACCOUNT") with Account BankSecured Obligations upon the terms and conditions set forth herein. The Partnership has delivered irrevocable written instructions in the form attached hereto as EXHIBIT B Grantors shall have no right to the banks listed on Schedule I heretowithdraw, which hold the operating accounts for the Premises (the "PROPERTY ACCOUNTS"), pursuant to which such banks have been instructed to deposit on a daily basis by transfer to the Operating Account, upon receipt, all operating revenue from the Premises, and other amounts received in the Property Accountsor, except for daily maximum amounts the Property Accounts are to retain as shown on Schedule 1. The Partnership hereby representsexpressly set forth herein, warrants and covenants that (w) all property managers of the Premises have been instructed pursuant to letters of instruction delivered to Trustee at the Closing to deposit directly, on a daily basis, all checks and all otherwise receive any funds and revenues received with respect to the Premises ("REAL PROPERTY REVENUES"), including, without limitation, with respect to rental due under the Leases, to the respective Property Account, (x) all Real Property Revenues will be deposited into the Property Cash Collateral Account and the L/C Cash Collateral Account, (y) there are no other accounts maintained by the Partnership or any other Person with respect . Anything contained herein to the collection of Real Property Revenues and (z) so long as any Notes shall be Outstanding contrary notwithstanding, the Cash Collateral Account and the Permitted Merger shall not have occurred, neither it nor any other Person shall open any other such accounts. In addition, the Partnership hereby establishes in the name of L/C Cash Collateral Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "INTEREST ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "MORTGAGE ESCROW ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "REPLACEMENT RESERVE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "DEFERRED MAINTENANCE ACCOUNT") with Account Bank. The Partnership hereby establishes in the name of Account Bank, for the benefit of Trustee, as secured party, a segregated cash collateral account (the "ENVIRONMENTAL REMEDIATION ACCOUNT") with Account Bank. The Collateral shall be held in the Accounts in accordance with the terms of this Agreement. The Partnership agrees that prior to the earlier of the Permitted Merger Date or payment in full of the Notes, this Agreement shall be irrevocable by the Partnership without the prior written consent of each Holder of an Outstanding Security. The Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect. Interest accruing on All deposits of funds in the Accounts Cash Collateral Account and the L/C Cash Collateral Account shall be periodically added to the principal amount made by wire transfer (or, if applicable, by intra-bank transfer from another account of the Accounts and shall be helda Grantor) of immediately available funds, disbursed and applied in each case addressed in accordance with instructions of the provisions Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the Cash Collateral Account, give notice to the Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by the Secured Party in the Cash Collateral Account and the L/C Cash Collateral Account shall not be invested by the Secured Party but instead shall be maintained as a cash deposit in the Cash Collateral Account and the L/C Cash Collateral Account pending application thereof as elsewhere provided in this Agreement. All statements relating To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Cash Collateral Account and the L/C Cash Collateral Account shall bear interest at the standard rate paid by the Secured Party to its customers for deposits of like amounts and terms. Subject to the Accounts Secured Party's rights hereunder, any interest earned on deposits of cash in the Cash Collateral Account and the L/C Cash Collateral Account shall be issued by deposited directly in, and held in the Cash Collateral Account Bank to Trustee (or Trustee's representative) and the Partnership. The Partnership shall be the beneficial owner of the Accounts for federal income tax purposes and shall report all income on the Accounts. Returned items in the Property Accounts will be charged against the Partnership in the succeeding monthL/C Cash Collateral Account.