Common use of Settlement Statement Clause in Contracts

Settlement Statement. Seller may, at its own expense, have access to and make copies of all, or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each well.

Settlement Statement. Seller may, at its own expense, have access to and make copies of all, or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures No later than three (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all3) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements Business Days prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be effective adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date and provided Closing takes placefor the purpose of making the adjustments contemplated by this Section 11.1. After This Section 11.1 shall survive the Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each well.

Settlement Statement. Seller may, at its own expense, have access to and make copies of all, At or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected prior to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly and/or their respective agents or designees will jointly prepare a closing statement (the "SETTLEMENT STATEMENT") which will show the net amount due either to Seller or to Buyer as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Seller at the Closing pursuant to ARTICLE 8 hereof, as applicable. Should any part of such Settlement Statement be inaccurate or based upon an error, the adversely affected Party shall file all forms required receive from the other Party without prior demand, a reimbursement from the other Party correcting such error. Within ninety (90) days following the Closing Date, Seller and Buyer will jointly prepare a final closing statement reasonably satisfactory to Seller and Buyer in form and substance (the "FINAL SETTLEMENT STATEMENT") setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Buyer, if any, because of adjustments to the Settlement Statement as shown in the Final Settlement Statement, shall be paid in cash by the party obligated therefor within ten (10) Business Days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Buyer in the Final Settlement Statement shall be conclusive and binding on the parties (except to the extent the calculations are clearly erroneous or based upon erroneous information) hereto, except to the extent that any governmental agency having authoritysuch determinations are not able to be finally determined until a later date (such as Property Taxes and Additional Rent), which amounts shall be re-prorated at such time when such amounts are capable of being re-calculated or in the event clear errors are discovered or are expressly subject to change the operator from Seller to Buyera longer survival period hereunder. Seller shall operate and Buyer agree that any items that are not capable of being determined at the Seller-operated Properties until time the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations Final Settlement Statement shall be turned over to, determined and become paid in the responsibility of, Seller's successor as Operator To manner set forth in the extent Seller so operates any Property after Final Settlement Statement. Following the Effective Closing Date, its obligations each Party shall provide the other Party with such information as it shall reasonably request (including, without limitation, access to Buyer the books, records, files and ledgers) with respect to such operations shall be no greater than those that it would have the Property during normal business hours upon reasonable advance notice in order to a non-operator under confirm the applicable operating agreement. In the absence of an operating agreement, those terms final adjustments and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and prorations provided for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellherein.

Settlement Statement. Seller may(a) As soon as practical and, at its own expensein any event, have access to no later than one hundred and make copies of all, or any part thereof, of twenty (120) calendar days after the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of productionClosing Date, Seller shall continue prepare and deliver to collect proceeds Buyer a statement (the “Final Settlement Statement”) setting forth the adjustments to the Purchase Price in accordance with Section 2.2, other than Title Adjustment Amounts not -19- yet determined pursuant to Annex I. The Final Settlement Statement shall be prepared in accordance with this Agreement and on a basis consistent with the preparation of production the Closing Statement as long described in Section 2.3, and shall set forth Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price. (b) Following the delivery of the Final Settlement Statement, Seller shall afford Buyer the opportunity to examine the Final Settlement Statement and Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price, and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, as it remains operator are reasonably necessary and appropriate in connection with such review. Seller shall cooperate fully and promptly with the Buyer in such examination, including responding to questions asked by Buyer, and Seller shall make available to Buyer any records under Seller’s reasonable control that are requested by the Buyer in connection with such review. (c) If, within 30 days following delivery of the Final Settlement Statement to Buyer, Buyer has not delivered to Seller written notice (the “Objection Notice”) of Buyer’s objections to the Final Settlement Statement or Seller’s calculation of Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price (which Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price as set forth in such Final Settlement Statement shall be deemed final and conclusive. In addition, any of Seller’s calculations of Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price as set forth in the Final Settlement Statement which are not objected to in the Objection Notice shall be deemed final and conclusive. (d) If Buyer delivers the Objection Notice within such 30-day period, then Seller and Buyer shall endeavor in good faith to resolve the objections of Buyer set forth in the Objection Notice for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of the 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a “big four” accounting firm to be selected jointly by the Seller and Buyer within the following five days or, if the Seller and Buyer are unable to mutually agree within such five-day period, such accounting firm shall be Ernst & Young (such jointly selected accounting firm or Ernst & Young, the “Referee”). In connection with the engagement of the Referee, each of Buyer and Seller shall execute any engagement, indemnity, and other agreement as the Referee shall require as a condition to such engagement. If Ernst & Young is unable or unwilling to serve as the Referee and the parties are unable to agree upon the designation of a person as substitute arbitrator, then Seller or Buyer, or both of them, may in writing request the Judge of the United States District Court for the Southern District of Texas senior in term of service to appoint the substitute arbitrator. Notwithstanding the foregoing, any dispute regarding the existence of a Title Defect or any Title Adjustment Amount shall be determined in accordance with the procedures set forth in Annex I and any dispute regarding the existence of an Adverse Environmental Condition or any Remediation Value shall be determined in accordance with the procedures set forth in Annex II. (e) The Referee shall determine such items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price as are disputed within 30 days after the objections that remain in dispute are submitted to it. (f) If any objections are submitted to the Referee for resolution, (A) each of Buyer and Seller shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (B) to the extent that a value has been assigned by Buyer or Seller to any item subject to Buyer’s objection that is submitted to the Referee, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (C) the determination by the Referee of items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price, as applicable, as set forth in a written notice delivered to Seller and Buyer by the Referee, shall be made in accordance with this Agreement and shall be responsible for making disbursementsbinding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (D) the fees and expenses of the Referee shall be paid by and apportioned between Buyer and Seller based on the aggregate dollar amount in accordance with its normal procedures dispute and the relative recovery as determined by the Referee of Seller and Buyer, respectively; and (and at normal times), of such proceeds of production so collected E) notwithstanding anything in this Agreement to the parties entitled contrary, each Party hereto shall bear its own costs and expenses in connection with the resolution of any objections to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included the calculations set forth in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellFinal Settlement Statement.

Settlement Statement. Seller may, at its own expense, have access to and make copies of all(a) Within 90 days following the Closing Date, or as soon thereafter as possible, Seller shall prepare and deliver to Buyer a statement (the "Settlement Statement") setting forth (x) adjustments to the Purchase Price pursuant to clauses (i) and (ii) of Section 8.01 and showing the calculations thereof and (y) adjustments such that the Purchase Price shall be increased by any part thereof, revenues received by and refunds or reductions in expenses of the files Company after the Closing Date and records provided attributable to the period prior to the Effective Date, and decreased by any operating expenses or capital expenditures payable and reductions in revenues receivable by the Company after the Closing Date and incurred in the ordinary course of the Business during the period prior to the Effective Date, and showing the calculations thereof; provided, however, that the adjustments described in this clause (y) shall include only incremental or decremental changes, as applicable, to the Balance Sheet Items. (b) Within 10 days after Buyer's receipt of the proposed Settlement Statement, Buyer hereunder at reasonable times shall deliver to Seller a written report containing any changes that Buyer proposes to be made to such proposed Settlement Statement. The Parties shall undertake in good faith to agree on the Settlement Statement no later than 120 days after the Closing Date; provided, if Buyer and upon reasonable notice during regular business hours for as long as Seller shall be unable to agree on and Settlement Statement within such 120-day period, unless the Properties remain in effect. As to those Parties otherwise agree, the public accounting firm of Arth▇▇ ▇▇▇e▇▇▇▇ which Seller is disbursing proceeds ▇▇▇, or such other nationally recognized public accounting firm mutually acceptable to Buyer and Seller, shall be engaged to make its determination of production, the amount in dispute (and only such amount). Buyer and Seller shall continue to collect proceeds of production as long as it remains operator each bear and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) pay one-half of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer fees and other costs charged by such accounting firm. (c) If any accounting firm is engaged as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operatorin Section 8.02(b), Seller and Buyer promptly agree to provide such accounting firm with all books, records and other information relevant to the determination of the amount in dispute. Such accounting firm shall file all forms required by any governmental agency having authority, be instructed to change the operator from Seller use a materiality standard as such firm may determine to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided be reasonable under the applicable operating agreementcircumstances, plan in light of unitization, or law requiresthe cost to be incurred and the amount in issue. As Such accounting firm shall be instructed to make such calculations as soon as practicable thereafterpracticable, operations and in any event within 15 Business Days after the submission of such matter to such firm. The final determination of any of the aforesaid components of the Purchase Price pursuant to this Section 8.02(c) shall be turned over to, and become binding on the responsibility of, Seller's successor as Operator To Parties. (d) The amount of the extent Seller so operates any Property after difference between the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired Preliminary Purchase Price paid by Buyer hereunder which to Seller continues to operate on behalf of Buyer at the Closing and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown Purchase Price as determined in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each well.accordance with this

Settlement Statement. Seller may(a) As soon as practical and, at its own expensein any event, have access to no later than one hundred and make copies of all, or any part thereof, of twenty (120) calendar days after the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of productionClosing Date, Seller shall continue prepare and deliver to collect proceeds Buyer a statement (the “Final Settlement Statement”) setting forth the adjustments to the Purchase Price in accordance with Section 2.2, other than Title Adjustment Amounts not yet determined pursuant to Annex I. The Final Settlement Statement shall be prepared in accordance with this Agreement and on a basis consistent with the preparation of production the Closing Statement as long described in Section 2.3, and shall set forth Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price. (b) Following the delivery of the Final Settlement Statement, Seller shall afford Buyer the opportunity to examine the Final Settlement Statement and Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price, and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, as it remains operator are reasonably necessary and appropriate in connection with such review. Seller shall cooperate fully and promptly with the Buyer in such examination, including responding to questions asked by Buyer, and Seller shall make available to Buyer any records under Seller’s reasonable control that are requested by the Buyer in connection with such review. (c) If, within 30 days following delivery of the Final Settlement Statement to Buyer, Buyer has not delivered to Seller written notice (the “Objection Notice”) of Buyer’s objections to the Final Settlement Statement or Seller’s calculation of Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price (which Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price as set forth in such Final Settlement Statement shall be deemed final and conclusive. In addition, any of Seller’s calculations of Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price as set forth in the Final Settlement Statement which are not objected to in the Objection Notice shall be deemed final and conclusive. (d) If Buyer delivers the Objection Notice within such 30-day period, then Seller and Buyer shall endeavor in good faith to resolve the objections of Buyer set forth in the Objection Notice for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of the 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a “big four” accounting firm to be selected jointly by the Seller and Buyer within the following five days or, if the Seller and Buyer are unable to mutually agree within such five-day period, such accounting firm shall be Ernst & Young (such jointly selected accounting firm or Ernst & Young, the “Referee”). In connection with the engagement of the Referee, each of Buyer and Seller shall execute any engagement, indemnity, and other agreement as the Referee shall require as a condition to such engagement. If Ernst & Young is unable or unwilling to serve as the Referee and the parties are unable to agree upon the designation of a person as substitute arbitrator, then Seller or Buyer, or both of them, may in writing request the Judge of the United States District Court for the Southern District of Texas senior in term of service to appoint the substitute arbitrator. Notwithstanding the foregoing, any dispute regarding the existence of a Title Defect or any Title Adjustment Amount shall be determined in accordance with the procedures set forth in Annex I and any dispute regarding the existence of an Adverse Environmental Condition or any Remediation Value shall be determined in accordance with the procedures set forth in Annex II. (e) The Referee shall determine such items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price as are disputed within 30 days after the objections that remain in dispute are submitted to it. (f) If any objections are submitted to the Referee for resolution, (A) each of Buyer and Seller shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (B) to the extent that a value has been assigned by Buyer or Seller to any item subject to Buyer’s objection that is submitted to the Referee, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (C) the determination by the Referee of items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price, as applicable, as set forth in a written notice delivered to Seller and Buyer by the Referee, shall be made in accordance with this Agreement and shall be responsible for making disbursementsbinding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (D) the fees and expenses of the Referee shall be paid by and apportioned between Buyer and Seller based on the aggregate dollar amount in accordance with its normal procedures dispute and the relative recovery as determined by the Referee of Seller and Buyer, respectively; and (and at normal times), of such proceeds of production so collected E) notwithstanding anything in this Agreement to the parties entitled contrary, each Party hereto shall bear its own costs and expenses in connection with the resolution of any objections to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included the calculations set forth in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellFinal Settlement Statement.

Settlement Statement. (a) Within 120 days following the Closing Date, Seller mayand Buyer shall jointly prepare a statement (the "SETTLEMENT STATEMENT"), at its own expense, have access which shall provide the actual Working Capital of the AMPCO Companies as of the Measurement Date based on actual revenues earned and obligations incurred up to and make copies including the Measurement Date, subject to the adjustment provided for in Section 2.05(b); provided, however, that for purposes of all, or any part thereof, this Section 2.05 the value of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours AMPCO Companies' inventory of methanol included in the determination of Working Capital shall be the value determined by multiplying the volume of methanol as of the Measurement Date as established by a review of the AMPCO Companies' records, by the U.S. average spot price for methanol on the Measurement Date as long as published in the Properties remain in effect. As to those bi-weekly ▇▇▇▇▇▇ Methanol and Derivatives newsletter. The Settlement Statement shall also specify any adjustments to the Adjusted Purchase Price made pursuant to the last sentence of Section 2.02 if the Closing Date occurs after January 3, 2002. (b) Except for accounts receivable from Atlantic Methanol Associates LLC and Atlantic Methanol Production Company LLC or between the AMPCO Companies, any accounts receivable as of the Measurement Date that have not been collected (net of any payables due to any company as to which Seller there is disbursing proceeds such an account receivable) as of production, Seller shall continue to collect proceeds the date of production as long as it remains operator and the Settlement Statement (the "UNCOLLECTED ACCOUNTS RECEIVABLE") shall be responsible for making disbursements, in accordance with its normal procedures (deemed to have zero value and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall will not be included in the matters that Settlement Statement. (c) If Buyer assumes and with respect Seller shall be unable to which agree on the Settlement Statement within 120 days after the Closing Date, the public accounting firm of Ernst & Young, or such other nationally recognized public accounting firm as is mutually acceptable to Buyer indemnifies Seller under Section 17 belowand Seller, shall be engaged to make its determination of any amounts in dispute (and only such amounts). SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) Each Party shall bear and pay one-half of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer fees and other costs charged by such accounting firm. (d) If any accounting firm is engaged as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operatorin Section 2.05(b), Seller and Buyer promptly agree to provide such accounting firm with a detailed statement itemizing any amounts in dispute and all books, Records and other information relevant to the determination of the amounts in dispute. Such accounting firm shall file all forms required by any governmental agency having authority, be instructed to change the operator from Seller use a materiality standard as such firm may determine to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided be reasonable under the applicable operating agreementcircumstances, plan in light of unitizationthe cost to be incurred and the amounts at issue. Each Party shall each be permitted to provide expert testimony to such accounting firm supporting such Party's position, or law requiresand such accounting firm shall take such testimony into account. As Such accounting firm shall be instructed to make such calculations as soon as practicable thereafter, operations practicable. The final determination of any of the aforesaid disputed items pursuant to this Section 2.05(d) shall be turned over to, and become binding on the responsibility of, Seller's successor Parties. (e) If the actual Working Capital of the AMPCO Companies on the Measurement Date as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved agreed by the requisite governmental authorityParties or determined by the aforementioned accounting firm (the "ACTUAL WORKING CAPITAL AMOUNT") differs from the Preliminary Working Capital Amount, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, then Buyer shall pay Seller, or Seller for its proportionate share thereof based upon shall pay Buyer, as the case may be, by wire transfer in immediately available funds, within five (5) Business Days after final determination of the Actual Working Capital Amount, the sum of (i) fifty percent (50%) of the difference (whether positive or negative) between the Preliminary Working Capital Amount and the Actual Working Capital Amount and interest on such amount at a rate of five hundred dollars eight percent ($500.008%) per monthannum, or any part thereofcompounded monthly, for each wellfrom the Closing Date to the date of payment.

Settlement Statement. Seller may(a) As soon as practical and, at its own expensein any event, have access to no later than one hundred and make copies of all, or any part thereof, of fifty (150) calendar days after the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of productionClosing Date, Seller shall continue prepare and deliver to collect proceeds Buyer a statement (the “Final Settlement Statement”) setting forth the adjustments to the Purchase Price in accordance with Section 2.2. The Final Settlement Statement shall be prepared in accordance with this Agreement and on a basis consistent with the preparation of production the Closing Statement as long described in Section 2.3, and shall set forth Seller’s calculation of the Adjustments and the Adjusted Purchase Price. (b) Following the delivery of the Final Settlement Statement, Seller shall afford Buyer the opportunity to examine the Final Settlement Statement and Seller’s calculation of the Adjustments and the Adjusted Purchase Price, and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, as it remains operator are reasonably necessary and appropriate in connection with such review. Seller shall cooperate fully and promptly with the Buyer in such examination, including responding to questions asked by Buyer, and Seller shall make available to Buyer any records under Seller’s reasonable control that are requested by the Buyer in connection with such review. (c) If, within 30 days following delivery of the Final Settlement Statement to Buyer, Buyer has not delivered to Seller written notice (the “Objection Notice”) of Buyer’s objections to the Final Settlement Statement or Seller’s calculation of the Adjustments and/or the Adjusted Purchase Price (which Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then the Adjustments and/or the Adjusted Purchase Price as set forth in such Final Settlement Statement shall be deemed final and conclusive. In addition, any of Seller’s calculations of the Adjustments and/or the Adjusted Purchase Price as set forth in the Final Settlement Statement which are not objected to in the Objection Notice shall be deemed final and conclusive. (d) If Buyer delivers the Objection Notice within such 30-day period, then Seller and Buyer shall endeavor in good faith to resolve the objections of Buyer set forth in the Objection Notice for a period not to exceed 15 days from the date of delivery of the Objection Notice. If at the end of the 15-day period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a “big four” accounting firm to be selected jointly by the Seller and Buyer within the following five days or, if the Seller and Buyer are unable to mutually agree within such five-day period, such accounting firm shall be Ernst & Young (such jointly selected accounting firm or Ernst & Young, the “Referee”). In connection with the engagement of the Referee, each of Buyer and Seller shall execute any engagement, indemnity, and other agreement as the Referee shall require as a condition to such engagement. (e) The Referee shall determine the items of the Adjustments and the calculation of the Adjusted Purchase Price as are disputed within 30 days after the objections that remain in dispute are submitted to it. (f) If any objections are submitted to the Referee for resolution, (A) each of Buyer and Seller shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (B) to the extent that a value has been assigned by Buyer or Seller to any item subject to Buyer’s objection that is submitted to the Referee, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party, and the Referee shall use such values as are determined pursuant to the Membership Purchase Agreement; (C) the determination by the Referee of items of Adjustments and the calculation of the Adjusted Purchase Price, as applicable, as set forth in a written notice delivered to Seller and Buyer by the Referee, shall be made in accordance with this Agreement and shall be responsible for making disbursementsbinding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (D) the fees and expenses of the Referee shall be paid by and apportioned between Buyer and Seller based on the aggregate dollar amount in accordance with its normal procedures dispute and the relative recovery as determined by the Referee of Seller and Buyer, respectively; and (and at normal times), of such proceeds of production so collected E) notwithstanding anything in this Agreement to the parties entitled contrary, each Party hereto shall bear its own costs and expenses in connection with the resolution of any objections to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included the calculations set forth in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellFinal Settlement Statement.

Settlement Statement. On or before the date that is 150 days after the Closing Date, Buyer shall prepare and deliver to Seller may, at its own expense, have access to and make copies of all, or any part thereof, a statement (the "Settlement Statement") which shall show the calculation of the files and records provided Buyer hereunder at reasonable times and Settlement Statement adjustments to the adjusted Purchase Price in accordance with Section 3.2, based upon reasonable notice during regular business hours for as long as the Properties remain in effectbest information then available. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of productionTo the extent reasonably required by Buyer, Seller shall continue assist in the preparation of the Settlement Statement. Buyer will give (and cause the Company to collect proceeds give) personnel, accountants and representatives of production Seller reasonable access to the Assets and Buyer's and the Company's premises and to Buyer's and the Company's respective books and records for purposes of auditing the Settlement Statement and will cause appropriate personnel of Buyer and the Company to assist Seller and Seller's personnel, accountants and representatives in the audit of the Settlement Statement. Seller shall provide to Buyer such data and information in Seller's possession as long Buyer may reasonably request supporting the amounts to be reflected in the Settlement Statement in order to permit Buyer to prepare the Settlement Statement. The Settlement Statement shall become final and binding upon the parties on the date that is 30 days following receipt of the Settlement Statement by Seller (the "Final Settlement Date"), except to the extent that Seller gives written notice of its disagreement ("Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement must specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Buyer in a timely manner as it remains operator and shall be responsible for making disbursementsaforesaid, then the Settlement Statement (as revised in accordance with its normal procedures subsection (b) below) shall become final and at normal times), of such proceeds of production so collected to binding upon the parties entitled to sameon, with any proceeds and the Final Settlement Date shall be, the earlier of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in (i) the matters that Buyer assumes and with respect to date upon which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file agree in writing on all forms required matters specified in all Notices of Disagreement or (ii) the date when decisions have been rendered by any governmental agency having authoritythe arbitration panel on all matters to be determined by the arbitration panel pursuant Section 3.4(b). Any Deferred Adjustment Claims, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafterhowever, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, resolved pursuant to Section 11.3 and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations shall not be resolved or submitted to Buyer with respect arbitration pursuant to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellthis Section 3.4.

Settlement Statement. Seller mayAt the Trust Operations Closing, at its own expense, have access Matrix Capital Bank and MG Colorado Holdings shall jointly prepare a settlement statement that identifies all the following amounts with respect to and make copies of all, or any part thereof, the Acquired Contracts as of the files TO Month End: (i) fees billed in advance of services being rendered by the Trust Operations under the Acquired Contract and records provided Buyer hereunder for which the counterparty under the Acquired Contract has already paid the fees billed (the "Fully Paid Amortized Fees"); (ii) fees billed in advance of services being rendered by the Trust Operations under the Acquired Contract but for which the counterparty under the Acquired Contract has not yet paid the fees billed (the "Unpaid Amortized Fees"); and (iii) fees billed in arrears or as services are performed by the Trust Operations, prior to the Trust Operations Closing Date, under the Acquired Contract but for which the counterparty under the Acquired Contract has not yet paid the fees billed (the "Unpaid Fully Earned Fees"). With respect to the Fully Paid Amortized Fees, Matrix Capital Bank shall pay to the Trust Entity at reasonable times the Trust Operations Closing the pro rata share for the Trust Entity of the Fully Paid Amortized Fees (based upon the relationship the days covered by the bill in question bears to the Trust Operations Closing Date) and t▇▇ ▇rust Entity shall thereupon become the owner of such pro rata portion of the Fully Paid Amortized Fees; (B) with respect to the Unpaid Amortized Fees, the Trust Entity shall pay to Matrix Capital Bank at the Trust Operations Closing the pro rata share for Matrix Capital Bank of the Unpaid Amortized Fees (based upon reasonable notice during regular business hours for as long as the Properties remain relationship the number of days covered by the bill in effect. As question bears to those the Trust Operations Closing Date) and, ▇▇▇▇▇ which Seller is disbursing proceeds n making such payment, the Trust Entity shall become the owner of production, Seller shall continue the rights to collect proceeds of production as long as it remains operator all Unpaid Amortized Fees; and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and C) with respect to which Buyer indemnifies Seller under Section 17 belowthe Unpaid Fully Earned Fees, Matrix Capital Bank shall be entitled to all of such fees and shall remain the owner of all of such Unpaid Amortized Fees. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of Matrix Capital Bank shall, as reasonably requested by the operating agreements affecting the PropertiesTrust Entity, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best commercially reasonable efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on assist the Closing Date and provided Closing takes place. After Closing, Buyer shall use Trust Entity in its best collection efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreementUnpaid Amortized Fees. In the absence The Trust Entity, MG Colorado Holdings and each of an operating agreementtheir Affiliates (including without limitation MSCS) shall, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer Matrix Capital Bank, timely and for Buyer's account after diligently pursue collection of the Effective Date because Unpaid Fully Earned Fees and shall, consistent with past practice and on a successor operator has commercially reasonable basis, report at least monthly to Matrix Capital Bank as to the status of and collection efforts relating to the Unpaid Fully Earned Fees; provided, however, that the foregoing sentence shall not been approved by in any way limit the requisite governmental authorityability of Matrix Capital Bank to pursue collection of such Unpaid Fully Earned Fees if Matrix Capital Bank so chooses in its sole discretion. In addition and without limiting the generality of the foregoing, or consent to the extent that (X) Matrix Capital Bank receives payment in respect of non-operators has not been obtainedthe Unpaid Amortized Fees, by mutual agreement or otherwiseit shall promptly remit such payment to the Trust Entity and (Y) MG Colorado Holdings, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, Trust Entity or any part thereofof their Affiliates (including without limitation MSCS) receives payment in respect of the Unpaid Fully Earned Fees, for the Trust Entity and MG Colorado Holdings shall, and shall cause each wellof their Affiliates to, promptly remit such payment to Matrix Capital Bank.

Settlement Statement. Seller mayAt or prior to the Closing, Sellers and Buyer and/or their respective agents or designees will jointly prepare a closing statement (the "SETTLEMENT STATEMENT") which will show the net amount due either to Sellers or to Buyer as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Sellers at its own expensethe Closing pursuant to ARTICLE 8 hereof, have as applicable. Should any part of such Settlement Statement be inaccurate or based upon an error, the adversely affected Party shall receive from the other Party without prior demand, a reimbursement from the other Party correcting such error. Within ninety (90) days following the Closing Date, Sellers and Buyer will jointly prepare a final closing statement reasonably satisfactory to Sellers and Buyer in form and substance (the "FINAL SETTLEMENT STATEMENT") setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Sellers or Buyer, if any, because of adjustments to the Settlement Statement as shown in the Final Settlement Statement, shall be paid in cash by the party obligated therefor within ten (10) Business Days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Sellers and Buyer in the Final Settlement Statement shall be conclusive and binding on the parties (except to the extent the calculations are clearly erroneous or based upon erroneous information) hereto, except to the extent that any such determinations are not able to be finally determined until a later date (such as Property Taxes and Additional Rent), which amounts shall be re-prorated at such time when such amounts are capable of being re-calculated or in the event clear errors are discovered or are expressly subject to a longer survival period hereunder. Sellers and Buyer agree that any items that are not capable of being determined at the time the Final Settlement Statement shall be determined and paid in the manner set forth in the Final Settlement Statement. Following the Closing Date, each Party shall provide the other Party with such information as it shall reasonably request (including, without limitation, access to and make copies of allthe books, or any part thereofrecords, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and ledgers) with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that the Property during normal business hours upon reasonable advance notice in most (if not all) of order to confirm the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date final adjustments and prorations provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellherein.

Settlement Statement. Seller may(a) As soon as practical and, at its own expensein any event, have access to and make copies of all, or any part thereof, of no later than one hundred twenty (120) calendar days after the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of productionClosing Date, Seller shall continue prepare and deliver to collect proceeds Buyer a statement (the “Final Settlement Statement”) setting forth the adjustments to the Purchase Price in accordance with Section 2.2. The Final Settlement Statement shall be prepared in accordance with this Agreement and on a basis consistent with the preparation of production the Closing Statement as long described in Section 2.4, and shall set forth Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price. (b) Following the delivery of the Final Settlement Statement, Seller shall afford Buyer the opportunity to examine the Final Settlement Statement and Seller’s calculation of the Seller’s Credits, Buyer’s Credits and the Adjusted Purchase Price, and such supporting schedules, analyses, workpapers, including the audit workpapers and other underlying records or documentation, as it remains operator are reasonably necessary and appropriate in connection with such review. Seller shall cooperate promptly with the Buyer in such examination, including responding to questions asked by Buyer, and Seller shall make available to Buyer any records under Seller’s reasonable control that are requested by the Seller in connection with such review. (c) If, within thirty (30) days following delivery of the Final Settlement Statement to Buyer, Buyer has not delivered to Seller written notice (the “Objection Notice”) of Buyer’s objections to the Final Settlement Statement or Seller’s calculation of Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price (which Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then Seller’s Credits, Buyer’s Credits and/or the Adjusted Purchase Price as set forth in the Final Settlement Statement shall be deemed final and conclusive. (d) If Buyer delivers the Objection Notice within such thirty (30) day period, then Seller and Buyer shall endeavor in good faith to resolve the objections of Buyer set forth in the Objection Notice. If there are any objections that remain in dispute after such good faith attempt to resolve, then the remaining objections in dispute shall be submitted for resolution to a “big four” or nationally-recognized accounting firm to be selected jointly by the Seller and Buyer or, if the Seller and Buyer are unable to mutually agree upon an accounting firm, such accounting firm shall be PricewaterhouseCoopers provided there is no conflict or existing relationship with PricewaterhouseCoopers and either Seller or Buyer, or their affiliates at such time (such jointly selected accounting firm or PricewaterhouseCoopers, the “Referee”). In connection with the engagement of the Referee, each of Buyer and Seller shall execute any engagement, indemnity, and other agreement as the Referee shall require as a condition to such engagement. If PricewaterhouseCoopers is unable or unwilling to serve as the Referee and the Parties are unable to agree upon the designation of a person as substitute arbitrator, then Seller or Buyer, or both of them, may in writing request the Judge of the United States District Court for the Southern District of Texas senior in term of service to appoint the substitute arbitrator. Notwithstanding the foregoing, any dispute regarding the existence of a Title Defect or any Title Defect Amount shall be determined in accordance with the procedures set forth in Annex I and any dispute regarding the existence of an Adverse Environmental Condition or any Remediation Value shall be determined in accordance with the procedures set forth in Annex II. (e) The Referee shall determine such items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price as are disputed within thirty (30) days after the objections that remain in dispute are submitted to it. (f) If any objections are submitted to the Referee for resolution, (A) each of Buyer and Seller shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee prior to any written notice of determination hereunder being delivered by the Referee; (B) to the extent that a value has been assigned by Buyer or Seller to any item subject to Buyer’s objection that is submitted to the Referee, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by either party or less than the smallest value for such objection claimed by either party; (C) the determination by the Referee of items of Seller’s Credits, Buyer’s Credits and the calculation of the Adjusted Purchase Price, as applicable, as set forth in a written notice delivered to Seller and Buyer by the Referee, shall be made in accordance with this Agreement and shall be responsible for making disbursementsbinding and conclusive on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; (D) the fees and expenses of the Referee shall be paid by and apportioned between Buyer and Seller based on the aggregate dollar amount in accordance with its normal procedures dispute and the relative recovery as determined by the Referee of Seller and Buyer, respectively; and (and at normal times), of such proceeds of production so collected E) notwithstanding anything in this Agreement to the parties entitled contrary, each Party hereto shall bear its own costs and expenses in connection with the resolution of any objections to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included the calculations set forth in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each wellFinal Settlement Statement.

Settlement Statement. If Seller may, at its own expense, have access to and make copies of allapproves the Final Settlement Statement, or any part thereoffails to notify Buyer of its disapproval in the manner and within the time specified above, of then the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and Final Settlement Statement shall be responsible for making disbursementsas delivered to Seller. If Seller disapproves the Final Settlement Statement, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to then the parties entitled shall use their reasonable best efforts to same, with any proceeds of production thereafter collected by Seller agree upon the amounts to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operatorset forth in the Final Settlement Statement, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities the Final Settlement Statement shall be included amended accordingly. If Seller and Buyer cannot agree upon the amounts to be set forth in the matters that Buyer assumes Final Settlement Statement, then the accounting firm of Deloitte & Touche, LLP, or its successor, is designated to act as sole arbitrator and to decide all points of disagreement with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the PropertiesFinal Settlement Statement, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, decision to be effective binding on the Closing Date and provided Closing takes placeboth parties. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was If such firm is unwilling or unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operatorserve in such capacity, Seller and Buyer promptly shall file all forms required use reasonable best efforts to designate and retain another mutually acceptable internationally-recognized accounting firm not retained for general audit purposes by either of them as the sole arbitrator under this Section. If the parties cannot agree upon the individual at any governmental agency having authoritysuch accounting firm who will be primarily responsible to act as arbitrator, then either party may request the appointment of such individual by the managing partner thereof. If Deloitte & Touche, LLP, or its successor, is unwilling or unable to change serve and if the operator from parties are unable to jointly designate and retain another mutually acceptable accounting firm as the sole arbitrator, then Seller or Buyer, may in writing request that the American Arbitration Association designate an accounting or accounting firm to serve as sole arbitrator. The costs and expenses of the arbitrator, whether the firm designated above, or otherwise designated, shall be shared equally by Seller and Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property Within 5 business days after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator Final Settlement Statement has not been approved by the requisite governmental authority, agreed upon or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established ratedisagreements resolved, Buyer or Seller, as the case may be, shall pay Seller for its proportionate share thereof based upon promptly make a payment by wire transfer of immediately available funds to the other party in an amount equal to the difference between the Purchase Price as set forth herein and the Purchase Price as set forth on the Final Settlement Statement, together with interest at the rate of five hundred dollars ($500.00) 5% per monthannum for the period from and including the Closing Date through and including the date of payment. Buyer shall, or any part thereofto the extent it is not directly paid by Seller, for each wellbe entitled after the amount of the difference in Purchase Price, if any, is finally determined to deduct such difference as reflected on the Final Settlement Statement from the Escrow Amount.

Settlement Statement. (a) Not later than five (5) Business Days prior to the scheduled date for Closing, Seller mayshall prepare a settlement statement (the “Settlement Estimate”) that sets forth a calculation of the estimated Transferred Working Capital as of the Closing Date (the “Estimated Transferred Working Capital”). The Settlement Estimate shall contain information detailing the basis for Seller’s calculation of the Estimated Transferred Working Capital, at and Buyer and its own expense, representatives shall have access to and make copies such records of all, or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible may be reasonably requested for all disbursements of proceeds of production and such disbursement activities shall be included in verifying the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most Seller’s calculations. (if not allb) of Not later than ninety (90) calendar days after the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with prepare a settlement statement (the terms “Settlement Statement”) that sets forth a calculation of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closingthe actual Transferred Working Capital as of the Closing Date (the “Actual Transferred Working Capital”). Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Buyer promptly shall file all forms required by any governmental agency having authority, to change If the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent Seller so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no Actual Transferred Working Capital is greater than those that it would have to a non-operator under the applicable operating agreement. In the absence of an operating agreementEstimated Transferred Working Capital, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such ▇▇▇▇▇ and if there is no such established rate, then Buyer shall pay Seller for its proportionate share thereof based upon to Seller, pursuant to Section 4.4(c) below, the rate amount of five hundred dollars ($500.00) per monthsuch excess, or if the Actual Transferred Working Capital is less than the Estimated Transferred Working Capital, then the Seller shall pay to the Buyer, pursuant to Section 4.4(c) below, the amount of such difference (the amount of such excess or difference, as the case may be, the “Adjustment Amount”), and the Purchase Price and, therefore, the Consideration, shall be adjusted accordingly, upwards or downwards, to reflect the Adjustment Amount (as adjusted, the “Adjusted Consideration”). (c) The Settlement Statement shall contain information detailing the basis for Buyer’s calculations of Actual Transferred Working Capital and the Adjustment Amount, and Seller and its representatives shall have access to such records of Buyer as may be reasonably requested for verifying the measurements and calculations. If Seller gives to Buyer written notice of dispute of any part thereofelement of the Settlement Statement within fifteen (15) calendar days after receiving the Settlement Statement, for each well(i) Seller or Buyer, as the case may be, shall pay all undisputed portions of the Adjustment Amount, with interest at the Prime Rate from the Closing Date, to the other Party not later than fifteen (15) calendar days after receiving the Settlement Statement, and (ii) the disputed amount shall be negotiated between Seller and Buyer. If such negotiations do not result in a resolution of the dispute within fifteen (15) calendar days after Seller’s notice of dispute, the disputed amount shall be determined by one partner designated by the Denver, Colorado office of Deloitte LLP, whose determination shall be consistent with the provisions of this Agreement and shall be final and conclusive. The disputed amount shall be payable by the parties owing such amount within five (5) Business Days following resolution or determination of the dispute Table of Contents with interest from the Closing Date at the Prime Rate. Any Adjustment Amount owing under the Settlement Statement not paid within the applicable time period set forth above shall bear interest at the Default Interest Rate from the date such Adjustment Amount became due until paid.