REVIEW A
PROPOSED SCOPE OF SUCH INVASIVE ACTIVITY, INCLUDING A DESCRIPTION OF THE
ACTIVITIES TO BE CONDUCTED AND A DESCRIPTION OF THE APPROXIMATE LOCATIONS OF
SUCH ACTIVITIES. ANY INVASIVE ACTIVITY SHALL BE SUBJECT TO THE PRIOR WRITTEN
APPROVAL OF QUICKSILVER, AND QUICKSILVER MAY REQUIRE REASONABLE MODIFICATIONS OF
THE PROPOSED INVASIVE ACTIVITY AS A CONDITION OF SUCH APPROVAL. QUICKSILVER
SHALL HAVE THE RIGHT TO BE PRESENT DURING ANY ENVIRONMENTAL ASSESSMENT OF THE
ACQUIRED ASSETS AND SHALL HAVE THE RIGHT, AT ITS OPTION AND EXPENSE, TO SPLIT
SAMPLES WITH BREITBURN. AFTER COMPLETING ANY ENVIRONMENTAL ASSESSMENT OF THE
ACQUIRED ASSETS, BREITBURN SHALL, AT ITS SOLE COST AND EXPENSE, RESTORE THE
ACQUIRED ASSETS TO APPROXIMATELY THEIR ORIGINAL CONDITION PRIOR TO THE
COMMENCEMENT OF SUCH ENVIRONMENTAL ASSESSMENT, UNLESS QUICKSILVER AGREES THAT
SUCH RESTORATION IS UNNECESSARY, AND SHALL PROMPTLY DISPOSE OF ALL DRILL
CUTTINGS, CORINGS, OR OTHER INVESTIGATIVE-DERIVED WASTES GENERATED IN THE COURSE
OF THE ENVIRONMENTAL ASSESSMENT. BREITBURN SHALL MAINTAIN, AND SHALL CAUSE ITS
OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS AND ADVISORS TO MAINTAIN, ALL
INFORMATION OBTAINED BY BREITBURN PURSUANT TO ANY ENVIRONMENTAL ASSESSMENT OR
OTHER DUE DILIGENCE ACTIVITY AS STRICTLY CONFIDENTIAL PRIOR TO CLOSING OR IN
PERPETUITY IF CLOSING DOES NOT OCCUR, UNLESS DISCLOSURE OF ANY FACTS DISCOVERED
THROUGH SUCH ENVIRONMENTAL ASSESSMENT IS REQUIRED UNDER ANY ENVIRONMENTAL LAWS.
BREITBURN SHALL PROVIDE QUICKSILVER WITH A COPY OF THE FINAL DRAFT OF ALL
ENVIRONMENTAL REPORTS PREPARED BY, OR ON BEHALF OF, BREITBURN WITH RESPECT TO
ANY ENVIRONMENTAL ASSESSMENT OR INVASIVE ACTIVITY CONDUCTED ON THE ACQUIRED
ASSETS. IN THE EVENT THAT ANY NECESSARY DISCLOSURES UNDER APPLICABLE
ENVIRONMENTAL LAWS ARE REQUIRED PRIOR TO CLOSING WITH RESPECT TO MATTERS
DISCOVERED BY ANY ENVIRONMENTAL ASSESSMENT CONDUCTED BY, FOR OR ON BEHALF OF
BREITBURN, BREITBURN AGREES THAT QUICKSILVER SHALL BE THE RESPONSIBLE PARTY FOR
DISCLOSING SUCH MATTERS TO THE APPROPRIATE GOVERNMENTAL ENTITIES.
(B)
ENVIRONMENTAL DEFECTS.
(I)
IF, AS A RESULT OF ITS INVESTIGATION
PURSUANT TO SECTION 6.14(A), BREITBURN DETERMINES THAT WITH RESPECT TO THE
ACQUIRED ASSETS, THERE EXISTS AN ENVIRONMENTAL CONDITION (OTHER THAN WITH
RESPECT TO ASBESTOS, ASBESTOS CONTAINING MATERIALS OR NORM, AND EXCLUDING ANY
MATTER SET FORTH ON SCHEDULE 4.13) (IN EACH CASE, AN "ENVIRONMENTAL DEFECT"),
THEN ON OR PRIOR TO THE TITLE CLAIM DATE,
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BREITBURN MAY GIVE QUICKSILVER A WRITTEN NOTICE OF SUCH ENVIRONMENTAL DEFECT
THAT SETS FORTH THE INFORMATION REQUIRED BY THIS SECTION 6.14(B) (AN
"ENVIRONMENTAL DEFECT NOTICE"). FOR ALL PURPOSES OF THIS AGREEMENT, BREITBURN
SHALL BE DEEMED TO HAVE WAIVED ANY ENVIRONMENTAL DEFECT WHICH BREITBURN FAILS TO
TIMELY AND PROPERLY ASSERT AS AN ENVIRONMENTAL DEFECT BY AN ENVIRONMENTAL DEFECT
NOTICE RECEIVED BY QUICKSILVER ON OR BEFORE THE TITLE CLAIM DATE. TO BE
EFFECTIVE, AN ENVIRONMENTAL DEFECT NOTICE MUST SET FORTH (I) A DESCRIPTION OF
THE MATTER CONSTITUTING THE ALLEGED ENVIRONMENTAL DEFECT, (II) A DESCRIPTION OF
EACH ACQUIRED ASSET (OR PORTION THEREOF) AFFECTED BY THE ALLEGED ENVIRONMENTAL
DEFECT, (III) THE PROPORTIONATE SHARE ATTRIBUTABLE TO THE ACQUIRED ASSETS OF THE
ESTIMATED LOWEST COST RESPONSE TO ELIMINATE THE ALLEGED ENVIRONMENTAL DEFECT
(THE "ENVIRONMENTAL DEFECT AMOUNT"), AND (IV) SUPPORTING DOCUMENTS REASONABLY
NECESSARY