IS CURED, (X) BREITBURN SHALL PAY AND
DELIVER TO QUICKSILVER THE PRELIMINARY ALLOCATED VALUE (OR THE TITLE DEFECT
AMOUNT) THEREFOR, AS APPLICABLE, WHICH WAS DEDUCTED FROM THE CLOSING DATE
CONSIDERATION, TOGETHER WITH INTEREST AT THE INTEREST RATE FROM, AND INCLUDING,
THE CLOSING DATE TO, BUT EXCLUDING, THE DATE OF PAYMENT, AND (Y) QUICKSILVER
WILL DELIVER TO BREITBURN AN ASSIGNMENT OF SUCH TITLE DEFECT PROPERTY IF
WITHHELD AT CLOSING, UPON THE SAME TERMS AND CONDITIONS SET FORTH IN THE ASSET
ASSIGNMENTS. BREITBURN SHALL PROVIDE QUICKSILVER AND THEIR
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REPRESENTATIVES ACCESS TO THE OTHER ACQUIRED ASSETS, AND ALL BOOKS AND RECORDS
AFTER CLOSING IN CONNECTION WITH QUICKSILVER'S EFFORTS TO CURE THE ALLEGED
DEFECT. IF, POST-CLOSING, THE PARTIES DISPUTE WHETHER SUCH TITLE DEFECT HAS BEEN
CURED, THEN THE MATTER SHALL BE RESOLVED IN A MANNER DESCRIBED IN
SECTION 6.12(I) BELOW, AND THE POST-CLOSING PAYMENT AND DELIVERY OF THE
ASSIGNMENT, IF ANY, PROVIDED FOR IN THIS SECTION 6.12(C) SHALL BE MADE AS
PROVIDED IN THIS SECTION 6.12(C) WHEN SUCH DISPUTE IS RESOLVED PURSUANT TO
SECTION 6.12(I).
(D)
REMEDIES FOR TITLE DEFECTS. SUBJECT TO
QUICKSILVER'S CONTINUING RIGHT TO DISPUTE THE EXISTENCE OF A TITLE DEFECT AND/OR
THE TITLE DEFECT AMOUNT ASSERTED WITH RESPECT THERETO, IN THE EVENT THAT ANY
TITLE DEFECT TIMELY ASSERTED BY BREITBURN IN ACCORDANCE WITH THIS SECTION 6.12
IS NOT WAIVED IN WRITING BY BREITBURN OR CURED ON OR BEFORE CLOSING, QUICKSILVER
SHALL, AT ITS SOLE OPTION, ELECT TO EITHER:
(I)
SUBJECT TO THE INDIVIDUAL TITLE DEFECT
THRESHOLD AND THE AGGREGATE DEDUCTIBLE, REDUCE THE INITIAL CONSIDERATION BY AN
AMOUNT
DETERMINED PURSUANT TO SECTIONS 6.12(F), 6.12(H) AND 6.12(I) AS BEING
THE VALUE OF SUCH TITLE DEFECT (THE "TITLE DEFECT AMOUNT"); OR
(II)
RETAIN THE ENTIRETY OF THE TITLE DEFECT
PROPERTY THAT IS SUBJECT TO SUCH TITLE DEFECT IN WHICH EVENT THE INITIAL
CONSIDERATION SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE PRELIMINARY ALLOCATED
VALUE OF SUCH TITLE DEFECT PROPERTY; OR
(III)
PROVIDE BREITBURN WITH AN INDEMNITY (THE
TERMS OF SUCH INDEMNITY TO BE REASONABLY SATISFACTORY TO BREITBURN) FOR SUCH
TITLE DEFECT UNDER THE TITLE INDEMNITY AGREEMENT (BUT IN NO CASE SHALL
QUICKSILVER'S LIABILITY WITH REGARD THERETO EXCEED THE PRELIMINARY ALLOCATED
VALUE FOR THE APPLICABLE TITLE DEFECT PROPERTY), IN WHICH CASE THE TITLE DEFECT
PROPERTY SHALL BE SOLD TO BREITBURN AT CLOSING WITH NO ADJUSTMENT TO THE INITIAL
CONSIDERATION; OR
(IV)
IF APPLICABLE, TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 8.1(C).
(E)
REMEDIES FOR TITLE BENEFITS. SUBJECT TO
SECTION 6.12(H), WITH RESPECT TO EACH WELL, WELL LOCATION OR OIL AND GAS
PROPERTY (AND THE APPLICABLE ZONE(S) THEREIN) AND/OR OTHER ACQUIRED ASSETS
AFFECTED BY TITLE BENEFITS REPORTED UNDER SECTION 6.12(A) OR SECTION 6.12(B),
THE INITIAL CONSIDERATION SHALL BE INCREASED BY AN AMOUNT EQUAL TO THE INCREASE
IN THE PRELIMINARY ALLOCATED VALUE FOR SUCH WELLS AND WELL LOCATIONS (AND THE
APPLICABLE ZONE(S) THEREIN) AND/OR OTHER ACQUIRED ASSETS CAUSED BY SUCH TITLE
BENEFITS, AS DETERMINED PURSUANT TO SECTION 6.12(G), 6.12(H) AND 6.12(I) (THE
"TITLE BENEFIT AMOUNT").
(F)
TITLE DEFECT AMOUNT. THE TITLE DEFECT
AMOUNT FOR ANY