Common use of Remedies for Title Defects Clause in Contracts

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each For any Title Defect noticed pursuant to Section 4.03 that Seller does has not cure on been cured at or before the prior to Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall shall, subject to the provisions of Section 4.14, be reduced decreased at Closing by an either (i) the amount equal the Parties acting reasonably and in good faith agree in lieu of a cure of the asserted Title Defect, or (ii) with respect to any Title Defect for which the Parties have not yet agreed as to the validity of the Title Defect, the Title Defect Value, or the manner of cure, then by the amount of the Title Defect Value agreed upon in writing asserted by Buyer and Seller orfor such uncured or unadjusted Title Defect. (b) Notwithstanding anything to the contrary in this Section 4.04, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained a consent to assignment that is not obtained or other restriction on assignabilityassignment, the provisions of Section 3.08 4.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If at the expiration of thirty (30) days after Closing, if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect Defect, the appropriate cure of the same, or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of any such Title Defect and/or such Title Defect Value dispute determined by an Independent Expert pursuant to Section 16.03; provided that if 4.13. (d) Once a Title Defect is cured by Seller at its sole cost and expense to Buyer’s reasonable satisfaction, or the existence or value of the Title Defect is determined with finality either by agreement between the affected Parties or in accordance with Section 4.13, Buyer shall promptly pay to Seller (i) in the case of a Title Defect which is cured, the amount the Purchase Price was decreased at Closing as a result of this previously uncured Title Defect or (ii) in the case of an Asset affected by an unresolved Title Defect and for which the validity of any asserted the Title Defect, Defect or the Title Defect Value attributable thereto, is not determined before Closingwith finality whether by agreement or in accordance with Section 4.13, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Valuedifference, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and between the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to amount the Purchase Price shall be made for was decreased at Closing as a consequence of such asserted and unresolved Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessdetermined with finality.

Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount therefor pursuant to Section 4.11, Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Title Defect prior to Closing. In the event that any Title Defect is not cured on or before Closing: (a) With respect unless the Parties elect the remedy set forth in Section 4.07(b), subject to Section 4.09, the Purchase Price shall be reduced by an amount (the “Title Defect Amount”) determined in good faith by the Parties pursuant to Section 4.10, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Title Defect that Property shall be assigned to Buyer subject to such Title Defect and Buyer shall pay to Seller does not cure on or before the ClosingPurchase Price as so adjusted; (b) if the Parties mutually agree, except as otherwise provided in this Section 3.05the Title Defect Property shall be retained by Seller, and the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature (or portion thereof allocable thereto) of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoProperty, either Party shall have the right to elect to have the validity of in which event such Title Defect and/or such Property shall become an Excluded Asset, the Parties shall (subject to the other terms of this Agreement) proceed to Closing, and Buyer shall pay to Seller the Purchase Price as so adjusted; or (c) unless the Parties elect the remedy set forth in Section 4.07(b), where the Parties do not mutually agree upon the existence of Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable theretoAmount, is not determined before subject to the dispute resolution procedures set forth in Section 4.11, the Parties shall proceed to Closing, the affected Asset in which event each Title Defect Property shall be excluded from the sale assigned to Buyer subject to such Title Defect, and the Purchase Price Buyer shall be reduced by pay to Seller the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shallProperty, subject to this Section 3.05, be paid by Buyer to Seller and adjustment following Closing based upon the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be determination made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 4.11.

Remedies for Title Defects. (a) With respect to each For any Title Defect noticed pursuant to Section 4.03 that Seller does has not cure on been cured at or before the prior to Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall shall, subject to the provisions of Section 4.14, be reduced decreased at Closing by an either (i) the amount equal the Parties acting reasonably and in good faith agree in lieu of a cure of the asserted Title Defect, or (ii) with respect to any Title Defect for which the Parties have not yet agreed as to the validity of the Title Defect, the Title Defect Value, or the manner of cure, then by the amount of the Title Defect Value agreed upon in writing asserted by Buyer and Seller orfor such uncured or unadjusted Title Defect. (b) Notwithstanding anything to the contrary in this Section 4.04, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained a consent to assignment that is not obtained or other restriction on assignabilityassignment, the provisions of Section 3.08 4.07 and Section 7.05 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If at the expiration of thirty (30) days after Closing, if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect Defect, the appropriate cure of the same, or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of any such Title Defect and/or such Title Defect Value dispute determined by an Independent Expert pursuant to Section 16.03; provided that if 4.13. (d) Once a Title Defect is cured within the time specified in Section 4.03, by Seller at its sole cost and expense to Buyer’s reasonable satisfaction, or the existence or value of the Title Defect is determined with finality either by agreement between the affected Parties or in accordance with Section 4.13, Buyer shall promptly pay to Seller (i) in the case of a Title Defect which is cured, the amount the Purchase Price was decreased at Closing as a result of this previously uncured Title Defect or (ii) in the case of an Asset affected by an unresolved Title Defect and for which the validity of any asserted the Title Defect, Defect or the Title Defect Value attributable thereto, is not determined before Closingwith finality whether by agreement or in accordance with Section 4.13, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Valuedifference, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and between the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to amount the Purchase Price shall be made for was decreased at Closing as a consequence of such asserted and unresolved Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessdetermined with finality.

Remedies for Title Defects. (a) With respect to each For any Title Defect noticed pursuant to Section 4.03 that Seller does has not cure on been cured at or before the prior to Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall shall, subject to the provisions of Section 4.14, be reduced decreased at Closing by an either (i) the amount equal the Parties acting reasonably and in good faith agree in lieu of a cure of the asserted Title Defect, or (ii) with respect to any Title Defect for which the Parties have not yet agreed as to the validity of the Title Defect, the Title Defect Value, or the manner of cure, then by the amount of the Title Defect Value agreed upon in writing asserted by Buyer and Seller orfor such uncured or unadjusted Title Defect. (b) Notwithstanding anything to the contrary in this Section 4.04, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained a consent to assignment that is not obtained or other restriction on assignabilityassignment, the provisions of Section 3.08 4.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If at the expiration of thirty (30) days after Closing, if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect Defect, the appropriate cure of the same, or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of any such Title Defect and/or such Title Defect Value dispute determined by an Independent Expert pursuant to Section 16.03; provided that if 4.13. (d) Once a Title Defect is cured by Seller at its sole cost and expense to Buyer's reasonable satisfaction, or the existence or value of the Title Defect is determined with finality either by agreement between the affected Parties or in accordance with Section 4.13, Buyer shall promptly pay to Seller (i) in the case of a Title Defect which is cured, the amount the Purchase Price was decreased at Closing as a result of this previously uncured Title Defect or (ii) in the case of an Asset affected by an unresolved Title Defect and for which the validity of any asserted the Title Defect, Defect or the Title Defect Value attributable thereto, is not determined before Closingwith finality whether by agreement or in accordance with Section 4.13, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Valuedifference, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and between the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to amount the Purchase Price shall be made for was decreased at Closing as a consequence of such asserted and unresolved Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessdetermined with finality.

Remedies for Title Defects. (a) With respect to each For any Title Defect noticed pursuant to Section 4.03 that Seller does has not cure on been cured at or before the prior to Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall shall, subject to the provisions of Section 4.14, be reduced decreased at Closing by an either (i) the amount equal the Parties acting reasonably and in good faith agree in lieu of a cure of the asserted Title Defect, or (ii) with respect to any Title Defect for which the Parties have not yet agreed as to the validity of the Title Defect, the Title Defect Value, or the manner of cure, then by the amount of the Title Defect Value agreed upon in writing asserted by Buyer and Seller orfor such uncured or unadjusted Title Defect. (b) Notwithstanding anything to the contrary in this Section 4.04, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained a consent to assignment that is not obtained or other restriction on assignabilityassignment, the provisions of Section 3.08 4.07 and Section 7.05 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If at the expiration of thirty (30) days after Closing, if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect Defect, the appropriate cure of the same, or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of any such Title Defect and/or such Title Defect Value dispute determined by an Independent Expert pursuant to Section 16.03; provided that if 4.13. (d) Once a Title Defect is cured within the time specified in Section 4.03, by Seller at its sole cost and expense to Buyer’s reasonable satisfaction, or the existence or value of the Title Defect is determined with finality either by agreement between the Parties or in accordance with Section 4.13, Buyer shall promptly pay to Seller (i) in the case of a Title Defect which is cured, the amount the Purchase Price was decreased at Closing as a result of this previously uncured Title Defect or (ii) in the case of an Asset affected by an unresolved Title Defect and for which the validity of any asserted the Title Defect, Defect or the Title Defect Value attributable thereto, is not determined before Closingwith finality whether by agreement or in accordance with Section 4.13, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Valuedifference, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and between the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to amount the Purchase Price shall be made for was decreased at Closing as a consequence of such asserted and unresolved Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessdetermined with finality.

Remedies for Title Defects. (a) With respect to each any Title Defect that Seller does has not cure been waived in writing by BG, or cured on or before the ClosingTitle Defect Remedy Date, subject to EXCO’s right to dispute the existence of such Title Defect and/or the Title Defect Amount or Title Carry Reduction Amount asserted with respect thereto and subject to the applicable Individual Title Defect Threshold and the Title Deductible (except as otherwise provided in this Section 3.05with respect to Title Defects relating to Pineton Warranty Xxxxx and/or Pineton Leases), the Purchase Price Parties shall mutually elect to: (i) subject to the applicable Individual Title Defect Threshold and the Title Deductible (except with respect to Title Defects relating to Pineton Warranty Xxxxx and/or Pineton Leases), make a payment from EXCO to BG in an amount equal to the Title Defect Amount of such Title Defect, and reduce the Carried Cost Obligation by an amount equal to the Title Carry Reduction Amount for such Title Defect; (ii) have the applicable Newco and the Operator reassign to EXCO, with special warranty of title against claims by, through or under such Person, but not otherwise, the Title Defect Property that is subject to such Title Defect, together with all associated Assets, and, concurrently therewith, EXCO shall pay to BG an amount equal to the Allocated Value of the Subject Interest attributable to such Title Defect Property and the Carried Cost Obligation shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be Carry Reduction Amount attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller Property and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.such property and assets shall become Excluded Assets hereunder; or (ciii) Notwithstanding anything have EXCO indemnify BG with respect to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect by an indemnity in form and substance satisfactory to BG. In the event that the Parties do not agree in writing by the Title Defect Remedy Date on an election of alternative (or Title Benefiti), (ii) or (iii) above with respect to any Title Defect, they shall be deemed to have elected alternative (i), provided that if the aggregate adjustment to existence of a Title Defect or the Purchase Price determined in accordance Title Defect Amount asserted with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments theretorespect thereto is disputed, then no adjustment of the Purchase Price payment shall be made therefor and (iii) if until the aggregate adjustment dispute is resolved pursuant to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 11.2(j).

Remedies for Title Defects. (a) With respect Subject to each Seller’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 Seller does any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not cure waived in writing by Buyer or reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05expiration of the applicable Cure Period, the Purchase Price following shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.occur: (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value Parties so mutually agree, within ten (10) days of a given individual the end of the applicable Cure Period with respect to any particular Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Defect, Seller shall indemnify, defend and hold harmless Buyer with respect to the Purchase Price shall be made for such Title Defect (or Title Benefit), by an indemnity in form and substance reasonably satisfactory to Buyer and Seller; or (ii) if the aggregate adjustment Parties do not mutually agree for Seller to provide Buyer the indemnity, as set forth in Section 11.2(d)(i) within ten (10) days of the end of the applicable Cure Period with respect to any particular Title Defect, then, Seller shall, at its sole option, elect (subject in each case, unless otherwise set forth herein, to the Purchase Price determined Individual Title Threshold and the Title Deductible) to: (A) if the Drilling Carry Termination Date (1) has not occurred, reduce, in accordance with this the terms of Section 3.4 of the Participation Agreement for Title Defects and Environmental Defects (as hereinafter definedaa) does not exceed three the Drilling Carry Cap by eighty percent (380%) of the Purchase Price prior amount determined pursuant to any adjustments theretoSection 11.2(g) or 11.2(j) as being the value of such Title Defect (the “Title Defect Amount”), then no adjustment and (bb) the amount of the Purchase Price shall Drilling Carry Obligation to be made therefor and (iii) if paid by Buyer in the aggregate adjustment to the Purchase Price determined in accordance with this immediately following cash calls under any Applicable Operating Agreement for Title Defects and Environmental Defects does exceed three by twenty percent (320%) of the Purchase Price prior Title Defect Amount (the “Title Defect Cash Call Payment Amount”) and the Title Defect Cash Call Payment Amount shall be paid by Seller on behalf of Buyer; or (2) has occurred, reduce the amount to be paid by Buyer in the immediately following cash calls under any adjustments theretoApplicable Operating Agreements by one hundred percent (100%) of the Title Defect Amount, and such amount shall be paid by Seller on behalf of Buyer; or (B) exercise the substitution remedy in accordance with Section 11.4, in which case Buyer shall reassign to Seller the entirety of the Title Defect Property that is subject to such Title Defect and such Title Defect Property shall be deemed to be an Excluded Asset hereunder; provided that (1) if any such Title Defect Property is located in the Core Area, then any Substitute Acreage for such Title Defect Property must be located in the Purchase Price Core Area, and (2) Seller shall only not be adjusted by the amount entitled to substitute, pursuant to this Section 11.2(d)(ii)(B), for more than 30,000 gross acres of such excessacreage subject to Title Defects.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of In no event shall Buyer be required to purchase any such dispute, the Allocated Value of that excluded Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementafter Closing. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. Subject to Section 2.4(b)(vii), 6.7 and 10.1(b)(iv) (and except with regard a breach of the special warranty of title under the Assignment), the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) With respect to each Upon the receipt of a Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by Notice from Buyer asserting an amount equal to the alleged Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agreesDefect, Seller shall indemnify Buyer pursuant have the option, but not the obligation, to Section 14.04 against all costs which Buyer may incur in connection with attempt to cure such Title Defect. If Defect at Seller’s sole cost at any Title Defect is in time prior to the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyClosing. (b) Except for those affected Assets which Seller elects With respect to exclude from this transaction pursuant to Section 3.04(b)(ii), if any alleged Title Defect that is not reasonably cured on or before the Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on and the Title Defect Value attributable theretofor such Asset equals or exceeds the Allocated Value for such Asset, either Party Seller shall have the right option, but not the obligation, to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, exclude the affected Asset shall be excluded from the sale Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAsset. (c) Notwithstanding anything With respect to each alleged Title Defect that is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction pursuant to Section 6.5(b), the Purchase Price hereunder will be reduced by an amount equal to the contrary Title Defect Value thereof, and giving effect to the criteria set out in this Agreement, Section 6.4(b) above. (d) (i) if Seller has not agreed on or before Closing upon the value validity of a given individual an asserted Title Defect, or has not agreed upon the Title Defect (Value attributable thereto, or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if Buyer has not agreed upon whether a Title Defect has been reasonably cured, then either party shall have the aggregate adjustment right to elect by written notice, delivered before or after Closing, to have the validity of such Title Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 8. The Assets to which such dispute relates shall, nonetheless, be assigned and conveyed to Buyer at Closing, but until resolved by such Independent Expert, the Title Defect Value asserted by Buyer with regard thereto shall be withheld from the Closing payment and retained by Buyer until such dispute is finally resolved as provided in Section 8 hereof, which shall include, without limitation, an award of the amounts withheld from Closing attributable to such Title Defect. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect exists to cure such Title Defect. (e) Any Title Defect cured by Seller or for which Buyer receives a Purchase Price determined in accordance with adjustment or payment pursuant to this Agreement for Title Defects Section 6.5, shall constitute a Permitted Encumbrance hereunder and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of under the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssignment.

Remedies for Title Defects. (a) With respect to each Upon timely delivery of a Title Defect that Seller does not cure on or before the ClosingNotice, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Purchaser and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant meet and use commercially reasonable efforts to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction agree on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that and, if the validity of any asserted Title Defectvalid, or the Title Defect Value attributable theretothereof. Subject to Section 5.3(e), is if Purchaser and Seller agree prior to the Closing on the Title Defect Value and Seller does not determined before cure such Title Defect prior to Closing, then the Asset affected Asset by such Title Defect shall, at Seller’s election, either (i) be conveyed by Seller to Purchaser at Closing and the Purchase Price shall be adjusted by the Qualified Title Defect Value, (ii) be excluded from the sale and transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof, or (iii) be the subject of such affected Asset as set forth Seller’s further attempts to cure in accordance with Section 5.5. If, prior to Closing, Purchaser and Seller have not agreed on Exhibit C. Upon resolution the validity of such dispute, the Allocated Value of that Asset less the one or more Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined Defects asserted in accordance with this Agreement for Article V or on the Title Defect Value(s) thereof or on whether one or more Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) has been cured to the reasonable satisfaction of the Purchase Price Purchaser prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments theretoClosing, then the Purchase Price Parties shall only be adjusted by submit such Title Defect to arbitration pursuant to the amount provisions of Section 5.8. If Seller elects to attempt to cure one or more Title Defects then Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to twenty (20) Business Days in the event that Seller believes in good faith that it can cure any such excessTitle Defect within such extended period.

Remedies for Title Defects. (a) With respect Subject to each Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted by Buyer with respect thereto, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 8.2(a) is not cure waived in writing by Buyer or cured on or before the Closing Date, then, subject to the provisions of Section 8.2(h), Seller shall, at its sole option, elect to: (i) reduce the Purchase Price by an amount determined pursuant to Section 8.2(f) as being the value of such Title Defect Amount; (ii) exercise its right to attempt to cure (in whole or in part) the Title Defect pursuant to Section 8.2(c); (iii) retain the entirety of the Well, Future Well or Undeveloped Leases (and the related Assets), as the case may be, that is adversely affected by such Title Defect if the Title Defect Amount asserted by Buyer with respect thereto is greater than fifty percent (50%) of the Allocated Value of the Well, Future Well or Undeveloped Leases (and the related Assets), in which event, (A) if this election is made prior to the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced adjusted downward by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property, such Title Defect Value determined Property shall not be assigned by Seller to Buyer at Closing and such Title Defect Property shall no longer be included within the definition of Assets for any purpose under this Agreement and (B) if this election is made following the Closing, then Seller and Buyer shall jointly instruct the Escrow Agent to release from the Title Dispute Escrow Amount, a number of Preferred Shares with an Independent Expert pursuant aggregate Liquidation Preference equal to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced Amount previously asserted by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable Buyer with respect to such Title Defect shall, subject Property (less an amount equal to this Section 3.05, be paid the net proceeds received by Buyer with respect to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect Property) and Buyer shall assign such Title Defect Property to Seller (or Title Benefit), pursuant to an assignment substantially in the form of the Assignment) contemporaneously with the releases of such Preferred Shares from escrow; or (iiiv) if the aggregate adjustment to the Purchase Price determined in accordance with applicable, terminate this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior pursuant to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 11.1(d).

Remedies for Title Defects. (ai) With respect to each In the event that any Pre-Closing Title Defect that Seller does is not cure waived in writing by Buyer or cured on or before the Closing, except as otherwise provided in this Section 3.05then, subject to Seller’s right to dispute the existence of such Title Defect and/or the Title Defect Amount or Title Carry Reduction Amount asserted with respect thereto, the Purchase Price Parties shall mutually elect to: (A) subject to the Individual Title Defect Threshold and the Title Deductible, reduce the Closing Cash Consideration by an amount equal to the Title Defect Amount of such Title Defect and reduce the Carried Cost Obligation by an amount equal to the Title Carry Reduction Amount for such Title Defect; (B) have Seller retain the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Closing Cash Consideration shall be reduced by an amount equal to the Allocated Value of the Conveyed Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by an amount equal to the Title Carry Reduction Amount attributable to such Title Defect Value agreed upon Property, and such property and assets shall become Excluded Assets hereunder; or (C) have Seller indemnify Buyer with respect to such Title Defect by an indemnity in form and substance satisfactory to Buyer. In the event that the Parties do not agree in writing by Buyer and Seller orClosing on an election of alternative (A), (B) or (C) above with respect to any Pre-Closing Title Defect, they shall be deemed to have elected alternative (A), provided that if Buyer agreesthe existence of a Pre-Closing Title Defect or the Title Defect Amount asserted with respect thereto is disputed, Seller no reduction shall indemnify Buyer be made in the Closing Cash Consideration pursuant to Section 14.04 against all costs which Buyer may incur in connection with 3.3(b)(ii) at Closing and instead such Title Defect. If any Title Defect is in adjustment, if any, shall be made as part of the nature of an unobtained consent final settlement pursuant to assignment Section 3.6, or other restriction on assignabilityif not yet then resolved, the provisions of Section 3.08 shall applythereafter. (bii) Except for those affected Assets which Seller elects With respect to exclude from this transaction pursuant to Section 3.04(b)(ii)any Post-Closing Title Defect that has not been waived in writing by Buyer, if or cured on or before the Post-Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoRemedy Date, either Party shall have the subject to Seller’s right to elect to have dispute the validity existence of such Title Defect and/or such the Title Defect Value determined by Amount or Title Carry Reduction Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Title Deductible, the Parties shall mutually elect to: (A) subject to the Individual Title Defect Threshold and the Title Deductible, make a payment from Seller to Buyer in an Independent Expert pursuant amount equal to Section 16.03; provided that if the validity Title Defect Amount of any asserted such Title Defect, and reduce the Carried Cost Obligation by an amount equal to the Title Carry Reduction Amount for such Title Defect; (B) have Buyer reassign to Seller, with special warranty of title against claims by, through or under Buyer, but not otherwise, the Title Defect Value attributable theretoProperty that is subject to such Title Defect, is not determined before Closingtogether with all associated Assets, the affected Asset and, concurrently therewith, Seller shall be excluded from the sale and the Purchase Price shall be reduced by pay to Buyer an amount equal to the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be Conveyed Interest attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller Property and the Asset conveyed Carried Cost Obligations shall be reduced by an amount equal to the Title Carry Reduction Amount attributable to such Title Defect Property, and such property and assets shall become Excluded Assets hereunder; or (C) have Seller indemnify Buyer with respect to such Title Defect by an indemnity in form and substance satisfactory to Buyer, if . In the event that is part the Parties do not agree in writing by the Post-Closing Title Defect Remedy Date on an election of the mutually agreed settlement. alternative (c) Notwithstanding anything to the contrary in this AgreementA), (iB) or (C) above with respect to any Post-Closing Title Defect, they shall be deemed to have elected alternative (A), provided that if the value existence of a given individual Post-Closing Title Defect (or individual the Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then Defect Amount asserted with respect thereto is disputed, no adjustment to the Purchase Price payment shall be made for such Title Defect (or Title Benefituntil the dispute is resolved pursuant to Section 11.2(j), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each Seller’s continuing right to dispute the existence of a Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to and/or the Title Defect Value agreed upon Amount asserted with respect thereto in accordance with this Section 11.2 and subject to the rights of the parties pursuant to Section 14.1, in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if cured on or before Closing (or subsequent Closing, if applicable, pursuant to subsection (c) above), Seller shall, at its sole option, elect to: (i) subject to the Parties have not agreed upon the validity of any asserted Individual Title Defect Threshold and the Aggregate Deductible, reduce the Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 11.2(g) or have not agreed 11.2(j) as being the value of such Title Defect; (ii) indemnify Buyer against all Liability resulting from such Title Defect pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached hereto as Exhibit G; or (iii) if applicable, terminate this Agreement pursuant to Section 14.1(a). Notwithstanding the foregoing, Seller may, at its option notify Buyer at any time on or before 11:59 p.m. Central time on the second business day following the Title Claim Date that Seller disputes the Title Defect Value attributable thereto, either Party shall have the right and elects to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or exclude the Title Defect Value attributable thereto, is not determined before Property from the Assets to be conveyed to Buyer at Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of the Title Defect Property so excluded, and such affected Asset as set forth on Exhibit C. disputed Title Defect shall be resolved pursuant to Section 11.2(j). Upon resolution of the dispute under Section 11.2(j), then within ten business days following such disputeresolution, Buyer shall purchase from Seller such Title Defect Property excluded from the conveyance of the Assets at the Closing pursuant to the preceding sentence, under the terms of this Agreement for price equal to the Allocated Value of that Asset less thereof previously withheld from the Purchase Price, adjusted if applicable for any Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Amount and/or Title Benefit (Amount associated therewith as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessarbitrator under said Section 11.2(j) and adjusted as otherwise provided herein.

Remedies for Title Defects. Upon timely delivery of a Title Defect Notice, Buyer and the Seller Representative shall meet and use commercially reasonable efforts to agree on the validity thereof and, if valid, the Title Defect Amount thereof. Each Seller shall have the option, but not the obligation, to attempt to cure any Title Defect, and Buyer agrees to reasonably cooperate with the Seller Representative with respect to any attempt by a Seller to cure any such Title Defect. If, prior to Closing, Buyer and the Seller Representative have not agreed on the validity of one or more Title Defects asserted in accordance with this Article IV or on the Title Defect Amount thereof or, if applicable, the Seller Representative cannot cure such Title Defect(s) to the reasonable satisfaction of Buyer prior to Closing, then the Seller Representative shall at its sole election for each such Title Defect: (a) With respect subject to each Title Defect that Seller does not cure on or before the ClosingSection 4.07, except as otherwise provided in this Section 3.05, cause the Purchase Price to be adjusted downward by an amount (the “Title Defect Amount”) determined in accordance with Section 4.08 for such Title Defect, which amount shall be reduced deducted from amounts payable by Buyer to Sellers at the Closing; or (b) with respect to any Title Defect other than the Title Defect described on Schedule 4.05(b) for which, in Buyer’s good faith judgment, the Title Defect Amount exceeds fifty percent (50%) of the Allocated Value for the Title Defect Property attributable to such Title Defect, cause Sellers to retain such Title Defect Property and reduce the Purchase Price by an amount equal to the Allocated Value (or portion thereof allocable thereto) of the Title Defect Value agreed upon Property, in writing which event, subject to Section 11.01(c), the Parties shall proceed to the Closing and the Title Defect Property shall be retained by Buyer the applicable Sellers as an Excluded Asset (and Seller or, if Buyer agrees, Seller shall indemnify Buyer any other Title Defect Property that Sellers elect to retain pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment 4.05(d) or other restriction on assignability, the provisions of Section 3.08 4.08(b)(i)(A) shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(iialso be Excluded Assets), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.or (c) Notwithstanding anything cause Sellers to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment attempt to the Purchase Price shall be made for cure such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Section 4.05. Sellers shall attempt to cure the Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefect described on Schedule 4.05(b).

Remedies for Title Defects. (a) With respect Subject to each SM’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that Seller does any Title Defect properly asserted by Buyers in accordance with Section 6.2(a) is not cure waived in writing by Buyers or cured on or before the Closing, except as otherwise provided the Parties shall mutually elect to: (i) have SM transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyers at Closing, and reduce the Purchase Price by the Title Defect Amount; (ii) have SM transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyers at Closing, in this Section 3.05which event SM shall have the right, for a period of sixty (60) days following the Closing Date (the “Cure Period”), to cure any Title Defect relating to such retained Title Defect Property, and should SM cure such Title Defect during the Cure Period, then the Purchase Price shall not be adjusted. If SM is unable to cure any such Title Defect during the Cure Period, then the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon Amount; or (iii) have SM transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyers at Closing, with an indemnity by SM in favor of Buyers for all Liability resulting from such Title Defect with respect to the Assets pursuant to an indemnity agreement mutually agreeable to the Parties. In the event that the Parties do not agree in writing by Buyer and Seller orthe Closing on an election of alternative (i), if Buyer agrees, Seller shall indemnify Buyer pursuant (ii) or (iii) above with respect to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is properly asserted by Buyers in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of accordance with Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii6.2(a), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party they shall have the right to elect be deemed to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; elected alternative (i), provided that if the validity existence of any asserted a Title Defect, Defect or the Title Defect Value attributable theretoAmount asserted with respect thereto is disputed, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such implemented until the dispute is resolved pursuant to Section 6.2(i). Any Title Defect (or Title Benefit), (ii) if Amount that is resolved by the aggregate adjustment to Parties after the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price Closing Date shall be paid by SM to Buyers (in their Proportionate Shares) by wire transfer of immediately available funds made therefor and within ten (iii10) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of days following such excessresolution.

Remedies for Title Defects. (a) With respect Subject to each Sellers’ right to dispute the existence of a Title Defect and/or the Defect Value asserted with respect thereto and subject to the rights of Buyer pursuant to Section 4.04(b) and Section 11.01, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 4.03(a) is not cure waived in writing by Buyer or cured on or before the Closing, except Sellers shall either reduce the Purchase Price by the Defect Value for such Title Defect as otherwise provided in determined pursuant to Section 4.03(b), as long as both parties agree to the Defect Value, or the property shall be eliminated from this Section 3.05, transaction and the Purchase Price shall be reduced by an amount equal to for the entire Allocated Value thereof; (b) In the event that the Title Defect Value agreed upon in writing by results from Sellers’ Net Revenue Interest attributable to any of the Subject Interests being less than 82%, proportionately reduced, and Buyer and Seller orSellers cannot agree on an appropriate reduction to the Purchase Price as a result thereof, if then Buyer agrees, Seller or Sellers shall indemnify Buyer pursuant have the right to Section 14.04 against cause all costs or any portion of the Subject Interests in which Buyer may incur Sellers’ Net Revenue Interest is less than 82% (proportionately reduced) to be excluded from this Agreement with an appropriate reduction in connection with the Purchase Price based upon the Allocated Value of net mineral leasehold acres attributable to such Title Defect. excluded portion; (c) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.07 shall apply.; and (bd) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before the Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, then the affected Asset shall be excluded from the sale Closing and the Purchase Price shall be reduced at Closing by an amount equal to the Allocated Value of the Asset excluded. (e) Notwithstanding anything in the foregoing to the contrary, Buyer agrees that it shall allow Sellers the opportunity to cure any Title Defect for a period of ninety (90) days after Closing. Any Title Defect cured by Sellers (to Buyer’s satisfaction) within such affected Asset as set forth on Exhibit C. Upon resolution time period shall be deemed to have been waived by Buyer, and Buyer shall, within five (5) business days of Sellers’ receipt of Buyer’s written confirmation that such disputeTitle Defect has been cured, remit to Sellers, by Buyer’s check, the Allocated Defect Value of attributable to said Title Defect. (f) If a Title Defect exists and the parties cannot agree to a Defect Value attributed thereto, the parties may further agree that Asset less the Sellers shall have ninety (90) days after Closing to take corrective actions to satisfy Buyer’s objections. If the Title Defect Valueis cured within such ninety (90) day period, if any, found then Buyer shall accept the Lease at a subsequent Closing to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementheld promptly thereafter. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each SM Energy’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that Seller does any Title Defect properly asserted by Buyer in accordance with Section 6.2(a) is not cure waived in writing by Buyer or cured on or before the Closing, except as otherwise provided SM Energy shall, at its sole option, elect to: (i) transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyer at Closing, and reduce the Purchase Price by the Title Defect Amount; (ii) transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyer at Closing, in this Section 3.05which event SM Energy shall have the right, for a period of 110 days following the Closing Date (such period, the “Cure Period”), to cure any Title Defect relating to such retained Title Defect Property, and should SM Energy cure such Title Defect during the Cure Period, then the Purchase Price shall not be adjusted. If SM Energy is unable to cure any such Title Defect during the Cure Period, then the Purchase Price shall be reduced by an amount equal to the Title Defect Value Amount; (iii) if agreed upon in writing to by Buyer in writing, transfer, convey and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant assign the entirety of the Title Defect Property that is subject to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any , together with all associated Assets, to Buyer at Closing, and indemnify Buyer against all Liability resulting from such Title Defect is in with respect to the nature of Assets pursuant to an unobtained consent indemnity agreement mutually agreeable to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.Parties; or (biv) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)at Closing, if on or before Closing retain the Parties have not agreed upon the validity entirety of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right Property that is subject to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable theretotogether with all associated Assets and all rights to operate such retained Assets, is not determined before Closing, the affected Asset shall be excluded from the sale and reduce the Purchase Price shall be reduced by an amount equal to the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect ValueProperty and associated Assets; provided, however, if any, found to be attributable to such a Title Defect shallis a “most favored nations” clause in a Lease, subject or related to this Section 3.05an Unreviewed Material Contract, be paid by Buyer to Seller then Buyer’s sole and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made exclusive remedy for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor to exclude the affected Leases or Assets, and (iiiall associated Assets, in which case the provisions of Section 6.2(c)(iv) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessapply.

Remedies for Title Defects. (a) With respect Subject to each Seller’s right to dispute the existence of a Title Defect that Seller does not cure on or before and/or the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal Defect Value asserted with respect thereto and subject to the rights of Buyer pursuant to Section 4.04(b) and Section 11.01, in the event that any Title Defect Value agreed upon timely asserted by Buyer in accordance with Section 4.03(a) is not waived in writing by Buyer and Seller or, if Buyer agreesor cured on or before Closing, Seller shall indemnify Buyer reduce the Purchase Price by the Defect Value for such Title Defect as determined pursuant to Section 14.04 against 4.03(b) or Article XIV; (b) In the event that the Title Defect results from Seller’s average Net Revenue Interest attributable to the Subject Interests being less than 73.5%, proportionately reduced, and Buyer and Seller cannot agree on an appropriate reduction to the Purchase Price as a result thereof, then Buyer shall have the right to cause all costs or any portion of the Leases in which Buyer may incur Seller’s Net Revenue Interest is less than 73.5% (proportionately reduced) to be excluded from this Agreement with an appropriate reduction in connection with the Purchase Price based upon the Allocated Value of the net mineral leasehold acres attributable to such Title Defect. excluded Leases; (c) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.07 shall apply.; and (bd) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if Article XIV. If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and then the Purchase Price paid at Closing shall be reduced by the Allocated Value virtue of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Defect Value by an amount that is midway between the amounts asserted by Buyer and Seller, and upon the final resolution of such disputedispute Buyer or Seller, as the Allocated Value of that Asset less the Title Defect Valuecase may be, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything shall pay to the contrary in this Agreement, (i) if other party the value of a given individual Title difference between the Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made Value withheld for such Title Defect (or Title Benefit), (ii) if and the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount Defect Value of such excessTitle Defect as finally determined.

Remedies for Title Defects. (a) With If Purchaser discovers any Title Defect affecting the Assets, it shall promptly notify Seller in writing thereof. To be effective, any Title Defect notice must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest, Working Interest or Working Interest Share), (iv) identify the specific Asset or Assets affected by such Title Defect and (v) include the value of such Title Defect as determined by Purchaser. Except as otherwise provided in this Section 3.04 and subject to Section 3.04(b), with respect to each Title Defect that Seller does is not cure on cured at or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer as determined pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. 3.04(c), and the affected Asset shall be conveyed hereunder from Seller to Purchaser. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the Purchase Price adjustment provisions of Section 3.08 3.06 shall apply. (bc) Except for those affected Assets Upon the receipt by Seller of a timely and valid Title Defect Notice from Purchaser, Seller and Purchaser shall attempt to mutually agree on a resolution including, but not limited to, (i) Seller curing such Title Defect at any time prior to the Closing, or (ii) an amount by which Seller elects the Purchase Price is to exclude from this transaction pursuant be adjusted as a result of any Title Defects that are agreed to Section 3.04(b)(iiexist (“Title Defect Value”), if on . If at or before Closing Closing, the Parties have not agreed upon the validity or cure of any asserted Title Defect Defect, or the Parties have not agreed on the upon any Title Defect Value attributable theretoValue, either Party shall have the right to elect prior to Closing to have the validity or cure of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If such an election is made but the validity or cure of any such asserted Title Defect, Defect or the amount of any such Title Defect Value attributable thereto, is not determined before by the Closing, then (xi) the Assets affected Asset by such disputed Title Defect shall be excluded from the sale conveyed to Purchaser and the Purchase Price paid at Closing shall not be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon Purchaser’s asserted Title Defect Value, and (xii) upon final resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, Value found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to BuyerDefect, if that is part of the mutually agreed settlementany, shall promptly be refunded by Seller to Purchaser. (cd) Notwithstanding anything to the contrary in this AgreementAgreement except Section 3.07, (i) if the value Title Defect Value of a given an individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a3.07(a)) ), as agreed by the Parties or as determined by an Independent Expert, does not exceed Fifty Thousand and No/100 Dollars ($50,000 50,000), then no such amount shall not be considered for the purposes of any adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), and (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and/or Title Benefits in excess of Fifty Thousand and Environmental Defects No/100 Dollars (as hereinafter defined$50,000) each does not exceed three percent Two Hundred Fifty Thousand and No/100 Dollars (3%) of the Purchase Price prior to any adjustments thereto$250,000), then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate therefor. Any adjustment to the Purchase Price determined in accordance with this Agreement for resulting from qualifying Title Defects and/or Title Benefits exceeding in the aggregate Two Hundred Fifty Thousand and Environmental Defects does exceed three percent No/100 Dollars (3%$250,000) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the for such amount that is in excess of such excessTwo Hundred Fifty Thousand and No/100 Dollars ($250,000).

Remedies for Title Defects. (ai) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided Closing and for which Seller and Purchaser are in this agreement with respect to (or have resolved pursuant to Section 3.057.5) the existence of the Title Defect and the Title Defect Value, the Purchase Price Adjustment Amount shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Purchaser and Seller or, if Buyer agrees, Seller shall indemnify Buyer (or as finally resolved pursuant to Section 14.04 against all costs which Buyer may incur in connection with 7.5), unless Seller has made an election pursuant to Section 7.2(d)(ii) to continue to attempt to cure such Title Defect. If any Defect after the Closing (up to the expiration of the Cure Period), in which case such Title Defect is Value shall be placed by Purchaser in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyDefect Escrow Account at Closing. (bii) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing ten Business Days following the Parties expiration of the Examination Period Purchaser and Seller have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, then either such Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if 7.5. If the validity of any asserted Title Defect, Defect or the Title Defect Value attributable thereto, thereto is not determined before the Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall Adjustment Amount will be reduced at Closing by the Allocated Title Defect Value of such affected Asset related thereto as set forth on Exhibit C. Upon in the Notice of Defective Interests and which amount shall be placed by Purchaser in the Defect Escrow Account at Closing, and released to (A) Seller or Purchaser, as applicable, in accordance with any agreement between the Parties or (B) to the Party entitled to such amount upon final resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found each unresolved disputed title matter pursuant to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement7.5. (ciii) Notwithstanding anything to the contrary in this Agreement, (i) if the value Title Defect Value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 100,000, then no adjustment to the Purchase Price Adjustment Amount or other remedies hereunder shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects and Environmental Defects (as hereinafter definedexceeding $100,000) does not exceed three percent (3%) 2% of the Unadjusted Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price Adjustment Amount or other remedies hereunder shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defect Values of all Title Defects and Environmental Defects (exceeding $100,000) does exceed three percent (3%) 2% of the Unadjusted Purchase Price prior to any adjustments thereto, then the Purchase Price Adjustment Amount (and any escrowed Title Defect Value) shall only be adjusted or escrowed, as applicable, by the amount of such excess. (iv) Without limiting Section 7.1(e)(iv), if a Title Defect Value for a Title Defect is part of the Defect Escrow Amount, the such Title Defect Amount shall be released to (A) Seller or Purchaser, as applicable, in accordance with any agreement between the Parties or (B) to the Party entitled to such amount upon final resolution of each unresolved disputed title matter pursuant to Section 7.5. The Defect Escrow Amount shall be released from time to time to the Party entitled to such amount as determined pursuant to this Agreement, and the Parties shall instruct the Escrow Agent accordingly.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at Seller's sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(c) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit D; provided, however, that without Buyer's consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.05(a)(ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest and/or Working Interest of a well, unit, well location or before Lease (as compared to the ClosingNet Revenue Interest and/or Working Interest set forth in Exhibit B with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XVIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within three (3) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $40,000) does not exceed $50,000 40,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made or other remedies provided by Seller for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.,

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.054.04 and in Section 4.09, the Purchase Price shall be reduced reduced, subject to Section 4.09, by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyacting reasonably. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on Defect, the Title Defect Value attributable theretothereto and/or Seller’s cure of same, either Party shall have the right to elect to have the validity of such Title Defect Defect, cure of same and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if 4.08. If the validity of any asserted Title Defect, cure of same, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall be reduced by the Allocated Title Defect Value of such affected Asset as set forth on Exhibit C. disputed Title Defect or Title Defect Value. Upon the final resolution of such dispute, the Allocated Value of that Asset less difference (if any) between the Title Defect ValueValue by which the Purchase Price was reduced and the Title Defect Value determined by the Independent Expert, if any, found to be attributable to any such Title Defect (which is, as a result of the resolution of the dispute, considered to be cured) shall, subject to this Section 3.054.08, be promptly paid by Buyer to Seller and the Asset conveyed to by Buyer, if that is part together with interest on such amount at the Interest Rate as accrued from the Closing Date until the date of payment. The term “Interest Rate” shall mean the mutually agreed settlement. (c) Notwithstanding anything to annual rate of interest published as the contrary “Prime Rate” in this Agreement, (i) if the value “Money Rates” section of a given individual Title Defect The Wall Street Journal on the execution date hereof (or individual Title Benefit (if not published on such date, such rate as defined in Section 3.09(awas then last published)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided Closing and for which Panther and Buyer are in this Section 3.05agreement with respect to the existence of the Title Defect and the Title Defect Value, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Panther and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. Buyer. (b) If any Title Defect is in the nature of an unobtained consent Required Consent to assignment or other restriction on assignability, the provisions of Section 3.08 3.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before the Closing the Parties Panther and Buyer have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, then either such Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, Defect or the Title Defect Value attributable thereto, thereto is not determined before the Closing, the affected Asset shall be excluded from amount of the sale and the Purchase Price shall be reduced by the Allocated Title Defect Value of such affected Asset related thereto as set forth on Exhibit C. Upon in the Notice of Defective Interests shall be paid by Buyer at Closing to the Escrow Agent, and any such amount (and any interest earned thereon) shall be paid to Buyer or Sellers, as applicable, upon the final resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value Title Defect Value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 100,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects and Environmental Defects (as hereinafter definedexceeding $100,000) does not exceed three percent (3%) 2% of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for all Title Defects and Environmental Defects (exceeding $100,000) does exceed three percent (3%) 2% of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each SM Energy’s continuing right to dispute the existence of a Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon Amount asserted with respect thereto and subject to the 16 Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Buyer in accordance with Section 6.2(a) is not waived in writing by Buyer or cured on or before Closing, SM Energy shall, at its sole option, elect to: (i) transfer, convey and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant assign the entirety of the Title Defect Property that is subject to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If , together with all associated Assets, to Buyer at Closing, and reduce the Purchase Price by the Title Defect Amount; or (ii) cure such Title Defect Property that is subject to such Title Defect, in which event SM Energy shall have the right, for a period of 110 days following the Closing Date (such period, the “Cure Period”), to cure any Title Defect is in the nature of an unobtained consent relating to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Property. If SM Energy elects to cure any Title Defect Value determined by an Independent Expert pursuant to clause (ii) of this Section 16.03; provided that if the validity of any asserted Title Defect6.2, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset Buyer shall be excluded withhold from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this AgreementCure Assets. At Closing, (i) if SM Energy shall remove from the value of a given individual Title Defect (Assignment any Asset or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment portions thereof subject to the Purchase Price shall be made for such Title Defect Defect, as applicable, which SM Energy has elected to cure (or Title Benefit), the “Cure Assets”) and with respect to which Buyer has retained the applicable Allocated Value and (ii) if the aggregate adjustment applicable Title Defect is cured as provided herein or determined to have been cured as provided herein within the Cure Period, within five (5) Business Days after the expiration of the Cure Period, SM Energy shall convey the applicable Cure Assets to Buyer and Buyer shall pay to SM Energy the applicable Allocated Value less any Title Defect Amount related to any remaining Title Defect(s) applicable to such Cure Assets, on the same terms as the Assets conveyed at Closing. During the Cure Period, and regardless of whether SM Energy cures a Title Defect affecting Cure Asset(s) retained pursuant to this Section 6.2(c), with respect to any Cure Asset, SM Energy shall have the option to elect the remedy for such Title Defect set forth in Section 6.2(c)(i), in which event SM Energy shall transfer, convey and assign such Cure Asset, together with all associated Assets, to Buyer, and Buyer shall pay to SM Energy the Allocated Value less the Title Defect Amount related to the Purchase Price determined in accordance with this Agreement for uncured Title Defects and Environmental Defects (Defect(s) applicable to such Cure Assets, on the same terms as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssets conveyed at Closing.

Remedies for Title Defects. (a) With Upon the receipt of effective notice of a Title Defect from Buyer (as provided by Section 3.04), Seller may: (i) attempt to cure such Title Defect at any time prior to Closing; (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset; or (iii) not take any action with respect to each the alleged Title Defect and reduce the Purchase Price as agreed pursuant to Sections 3.05(b) and (c) in accordance with Section 10.02(b) (which shall cause such alleged Title Defect to become an Assumed Obligation, as that Seller does not cure on or before the Closing, except term is defined in Section 14.02 hereof). (b) Except as otherwise provided in this Section 3.05, with respect to each Title Defect that is not cured on or before the Closing and for which the Seller has not agreed to exclude the affected Asset from the Closing under Section 3.05(a)(ii), the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orSeller, if Buyer agrees, Seller shall indemnify Buyer pursuant but only to Section 14.04 against all costs which Buyer may incur in connection the extent such amount exceeds the Defect Deductible. In the event that there is more than one affected Asset with such a Title Defect. If any , and the aggregate of all Title Defects is greater than the Defect is in the nature of an unobtained consent to assignment or other restriction on assignabilityDeductible, the provisions amount by which the aggregate of Section 3.08 all Title Defects exceeds the Defect Deductible shall applybe applied pro-rata to the Allocated Value of each affected Asset in determining the amount to adjust the Purchase Price. (bc) Except for those affected Assets which Seller elects If prior to exclude from this transaction pursuant to Section 3.04(b)(ii)Closing, if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by the Allocated Value virtue of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, and, upon the final resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect, which exceeds the Defect Deductible, shall, subject to this Section 3.05Section, be paid promptly refunded by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (ai) With respect to each Title Defect that (A) Seller does not cure on or before the ClosingClosing and (B) affects an Asset which Seller has elected to include in the sale pursuant to Section 12.2(b)(ii), except as otherwise provided in this Section 3.0512.2(c), the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. Seller. (ii) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 12.5 shall apply. (biii) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either any Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if 12.3. If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, then the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.Asset (civ) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (iiA) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) Defect Values does not exceed three one percent (31%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iiiB) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three one percent (31%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. (v) If the total amount of the Title Defects, Environmental Defects and destruction of the Assets by fire or other casualty or taking of the Assets in condemnation or under right of eminent domain exceeds twenty percent (20%) of the Purchase Price, either Seller or Buyer shall have the option to terminate this Agreement. (vi) In the event that the Title Defect gives rise to the exclusion of all or part of any Asset from this Agreement as a result of that Title Defect, and there has been a reduction in the Purchase Price, and the Title Defect is cured by Seller after the Closing (provided Seller shall have no obligation to attempt to cure Title Defects), and Seller delivers to Buyer pertinent information reasonably necessary to document the curative action, within 120 days after the Closing Date if not disputed, or immediately after the Independent Expert’s determination under Section 12.3, then Seller shall have the option to put the excluded Asset to Buyer, such put option shall be exercised by Seller delivering written notice to Buyer of Seller’s election to put the excluded Asset to Buyer within 120 days after the Closing Date, and, in exchange for an assignment in the form of Exhibit C, effectuating the transfer of the excluded Asset, Buyer shall pay to Seller an amount equal to the amount deducted from the Purchase Price (or as agreed or resolved in the event of a dispute), adjusted as provided in Section 3.3, with respect to such Asset. Any dispute regarding matters arising under this Section 12.2(c)(vi) shall be resolved exclusively by arbitration using the procedures specified in Section 12.3.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(c) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit F; provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.05(a)(ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest and/or Working Interest of a well, unit, well location or before Lease (as compared to the ClosingNet Revenue Interest and/or Working Interest set forth in Exhibit B with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XVIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within three (3) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $25,000) does not exceed $50,000 25,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedafter taking into account clause (i)) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (after taking into account clause (i)) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess. (e) Notwithstanding the provisions of Section 4.05(d) and the other provisions of this Agreement, in the event Buyer asserts a Title Defect as a result of Seller’s Net Revenue Interest in any well, unit, well location or Lease being less than that stated in Exhibit B and Seller owns a fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in such well, unit, well location or Lease, then (i) the Assets shall be deemed to include such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest; (ii) such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest shall be conveyed by Seller to Buyer at the Closing; (iii) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest eliminates such Net Revenue Interest deficiency, the deficiency shall not constitute a Title Defect; and (iv) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in the Assets results in Seller’s Net Revenue Interest being greater than that stated in Exhibit B, the excess shall constitute a Title Benefit.

Remedies for Title Defects. (a) With respect Subject to each Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the Parties pursuant to Section 3.15, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 3.6 is not cure waived by Buyer or is not cured on or before the Closing, Seller shall, at its sole option (except as otherwise provided below), elect to: (a) subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, reduce the Base Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 3.12 as being the value of such Title Defect; (b) upon the agreement of Buyer (provided that Buyer’s agreement shall not be necessary with respect to any Title Defect which constitutes a Title Defect solely due to section (d) in this Section 3.05the definition of Title Defect and which has existed for more than ten years from the Effective Time), indemnify Buyer against all Claims resulting from such Title Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the Allocated Value for the Title Defect Property made the subject thereof; (c) retain the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Base Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and of all such Assets (any such Assets which Seller orhas elected to retain pursuant to this Section 3.9(c), “3.9(c) Assets”); (d) if Buyer agreesapplicable, Seller shall indemnify Buyer terminate this Agreement pursuant to Section 14.04 against all costs which Buyer may incur in connection with 11.1(d); or (e) if after the diligent pursuit of other remedies reasonably available to Seller to cure any such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of reasonably believes that such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if can be cured through a quiet title or similar proceeding, then the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable applicable cure period with respect to such Title Defect shall, subject to this Section 3.05, shall be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything extended to the contrary in this Agreementcompletion of such quiet title or similar proceeding so long as Seller, (i) if at its sole cost and expense, diligently pursues such proceeding and actively progresses the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price same. Such extension shall be made for available notwithstanding Seller’s previous attempts to cure such Title Defect (without the use of a quiet title or similar proceeding, so long as Seller’s initial attempt to cure such Title Benefit), (ii) if Defect was diligently pursued and Seller initiates the aggregate adjustment to quiet title or similar proceeding on or before the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) end of the initial cure period. If the quiet title proceeding does not exceed three percent (3%) vest Defensible Title in the applicable Title Defect Property in Buyer, Seller shall implement one of the Purchase Price prior to any adjustments thereto, then no adjustment remedies set forth in clauses (a) through (d) or exercise one or more of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment other rights available to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessit under Section 3.15.

Remedies for Title Defects. (a) With respect Subject to each SM’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that Seller does any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a) is not cure waived in writing by Mitsui or cured on or before the Closing, except as otherwise provided in this Section 3.05day before Closing (the “Defect Remedy Date”), the Purchase Price Parties shall be reduced mutually elect, subject to Section 4.2(c), to: (i) reduce the Carried Cost Obligation by an amount equal determined pursuant to Section 4.2(g) or Section 4.2(j) as being the value of such Title Defect; or (ii) have SM indemnify Mitsui against all Liability resulting from such Title Defect with respect to the Conveyed Interests pursuant to an indemnity agreement substantially in the form of Exhibit K to the Agreement; provided that, in each case of alternative (i) or (ii) above, the Title Defect Value agreed upon Property shall be conveyed to Mitsui at Closing. In the event that the Parties do not agree in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant the Defect Remedy Date on an election of alternative (i) or (ii) above with respect to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is properly asserted by Mitsui in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of accordance with Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii4.2(a), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party they shall have the right to elect be deemed to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; elected alternative (i), provided that if the validity existence of any asserted a Title Defect, Defect or the Title Defect Value attributable theretoAmount asserted with respect thereto is disputed, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price Carried Cost Obligation shall be made for such Title implemented until the dispute is resolved pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect (or Title BenefitRemedy Date), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each Upon timely delivery of notice of a Title Defect either by Purchaser or by Seller of an increase or decrease in interest, Purchaser and Seller shall meet and use their reasonable efforts to agree on the validity of the claim and the amount of any required price adjustment. If the parties cannot agree on the amount of a price adjustment, such amount shall be determined in accordance with the following guidelines: (i) If it is determined that a Title Defect exists which results in Seller owning a different interest than that shown on Exhibit "A" and Seller has elected not to attempt to cure such Title Defect, then Seller shall reduce or increase the Purchase Price, as appropriate. Purchaser must accept or reject this adjusted Purchase Price within twenty-four (24) hours from receipt of written notice thereof. If rejected by Purchaser, this Agreement shall terminate. (ii) Seller may elect to cure any or all Title Defects; provided, however, if Seller elects to cure a Title Defect, but has not been able to do so by the Closing Date, the Parties shall proceed with the Closing, with the Defect Value being an adjustment to the Purchase Price. (iii) If a Title Defect is a lien, encumbrance or other charge which is liquidated in amount, and provided that Purchaser approves same, Seller can reserve the option to retain the obligation of this Title Defect and to challenge the validity of any such Title Defect or any portion thereof and to hold Purchaser harmless with regard thereto. Purchaser agrees to cooperate with Seller in such efforts at no risk or expense to Purchaser. (b) Notwithstanding anything to the contrary hereinabove, the Purchase Price will be adjusted only if the net amount of all adjustments in favor of Purchaser or Seller, taken together, exceeds five percent (5%) of the Purchase Price. In the event the net amount of the purchase price adjustments exceeds twenty percent (20%) of the total Purchase Price, then either Seller or Purchaser may, upon written notice to the other party, terminate this Agreement, and the same shall be of no further force and effect. (c) If a Title Defect is a Section 3.2 (a)-(c) Title Defect which increases or decreases Seller's interest in the Assets, and Seller does not elect to or does not cure on or before the Closing, except as otherwise provided in this Section 3.05Title Defect, the Purchase Price shall be reduced adjusted up or down by an amount equal to the Defect Value of the Title Defect. (d) If Seller contests the existence of a Title Defect or Purchaser's good faith estimate of the Defect Value of the Title Defect Value agreed upon in writing by Buyer or if Purchaser contests Seller's cure, the Parties shall meet and Seller oruse their best efforts to agree on the validity, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such cure and/or value of the Title Defect. If any the Parties cannot agree on the validity, cure and/or value of a Title Defect, and neither Party elects to waive its claim, the dispute shall be submitted to arbitration in accordance with the arbitration procedures set forth in EXHIBIT "I". (e) For purposes hereof, the term "Defect Value shall mean (i) with respect to a claim of Title Defect is in the nature of an unobtained consent made pursuant to assignment Section 3.2 (a) for a matter not covered by Sections 3.2 (b) or other restriction on assignability(c), the provisions value of Section 3.08 the defect for a defect that is a liquidated or certain amount shall applybe such liquidated or certain amount, and as to unliquidated or uncertain amounts it shall be an amount necessary to compensate Purchaser for the adverse economic effect of such Title Defect on the value of the property(ies) affected, taking into consideration all relevant factors, including the practical and legal effect of the Title Defect. (bf) Except If Purchaser is entitled to receive an adjustment for those affected Assets which a Title Defect, as provided in this Agreement, Seller elects shall have the right, but not the obligation, to exclude from this transaction pursuant attempt to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on cure the Title Defect Value attributable theretoand cancel the reduction in the Purchase Price. If Seller chooses to cure the Title Defect, either Party but has not done so by Closing, Seller shall have the right to elect postpone Closing for a period not to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded exceed twenty (20) business days from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementoriginal Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. Subject to (aw) With Section 6.1(f), (x) Seller’s right to dispute the existence of a Title Defect and the Title Defect Amount asserted with respect thereto, (y) Seller’s right to attempt to cure any asserted Title Defect pursuant to Section 6.1(c), and (z) with respect to each Title Defects for which Seller has received a Title Defect Notice that Seller does not cure on or before satisfied all of the requirements set forth in Section 6.1(a) prior to the Closing, except as otherwise provided the Parties’ rights to terminate this Agreement pursuant to Section 12.1, in this the event that any valid Title Defect is not waived in writing by Purchaser or is not cured on or prior to the Closing Date, to Purchaser’s reasonable satisfaction, then Seller shall elect one of the following remedies with respect to such Title Defect: (i) Seller shall convey the applicable Assets to Purchaser at Closing and decrease the Unadjusted Purchase Price by Title Defect Amount attributable to such Title Defect; (ii) with respect to any Title Defects for which Seller has received a Title Defect Notice that satisfies all of the requirements set forth in Section 3.056.1(a) on or prior to the Defect Deadline and the Title Defect Amount asserted by the Purchaser is equal to or greater than 50% of the Allocated Value associated with such Title Defect Property, exclude the applicable Title Defect Property (along with any other Assets to the extent reasonably necessary for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (1) the Unadjusted Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced decreased by the Allocated Value of such affected Asset excluded Assets, (2) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A (including any of Exhibit X-0, Xxxxxxx X-0, or Exhibit A-3, as applicable), (3) such Assets shall be deemed to constitute Excluded Assets set forth on Exhibit C. Upon resolution of Schedule 1.1(a) and (4) Purchaser shall have no rights or obligations hereunder with respect to such disputeExcluded Assets; or (iii) with Purchaser’s written consent, indemnify Purchaser against all liability (up to the Allocated Value of that Asset less the Title Defect Value, if any, found Property and subject to be attributable to the Individual Threshold and the Defect Deductible) resulting from such Title Defect shall, subject pursuant to this Section 3.05, be paid an indemnity agreement prepared by Buyer Seller in a form reasonably acceptable to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementeach Party (a “Defect Indemnity Agreement”). (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With Sellers and Purchaser shall attempt to agree on a resolution with respect to each any Title Defect that Seller does prior to Closing. Sellers may, at their collective option, attempt to cure such Title Defect at any time prior to Closing. If such Title Defect has not cure on been cured at or before prior to Closing (or the Parties cannot agree upon whether or to what extent the Title Defect has been so cured), the applicable Asset shall be conveyed at Closing, except as otherwise provided in this Section 3.05subject to all uncured Title Defects, and the Purchase Price shall be reduced by an amount equal to Purchaser’s estimate of the Title Defect Value agreed upon in writing by Buyer and Seller orattributable to each applicable Title Defect, if Buyer agreessubject, Seller shall indemnify Buyer pursuant however, to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. 5.5(d). (b) If any Title Defect is in the nature of (i) an unobtained consent to assignment which causes the assignment to be null or other void, or (ii) a restriction on assignability, in each case, subject to Section 9.2(d), the provisions of Section 3.08 affected Asset shall applybe excluded from the assignment at Closing and the Purchase Price shall be reduced by the Allocated Value attributable to such Asset. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or or such Title Defect Value determined by an Independent Expert independent expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement5.10. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 20,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (exceeding $20,000) less Title Benefits (exceeding $20,000) plus Casualty Loss and plus Environmental Defects Defect Amounts (as hereinafter definedexceeding $20,000) does not exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and (exceeding $20,000) less Title Benefits (exceeding $20,000) plus Casualty Loss plus Environmental Defects Defect Amounts (exceeding $20,000) does exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. (e) Sellers hereby agree to warrant and defend title to the Assets (and provide such warranty in the conveyance of the Assets provided to Purchaser at Closing) unto Purchaser, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Sellers, but not otherwise; subject, however, to the Permitted Encumbrances and the other matters set forth herein. Each Seller hereby assigns to Purchaser all rights, claims, and causes of action on title covenants and warranties given or made by such Seller’s predecessors (other than Affiliates of such Seller), and Purchaser is specifically subrogated to all rights which such Seller may have against its predecessors (other than Affiliates of such Seller), to the extent that such Seller may legally transfer such rights and grant such subrogation Claims by Purchaser under the special warranty of title shall not be subject to the thresholds or deductibles set forth in Section 5.5(d) and shall not be deemed to constitute Assumed Obligations.

Remedies for Title Defects. (a) With respect Subject to each Seller's continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not cure waived by Buyer or cured on or before the Closing, except Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as otherwise provided in this Section 3.05, below. The reduction to the Purchase Price contemplated by the foregoing sentence shall be reduced by equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Adjustment”). Seller shall indemnify Buyer pursuant have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to Section 14.04 against all costs which Buyer may incur in connection with attempt to cure any such Title DefectDefects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect is in to Buyer's reasonable satisfaction prior to the nature end of an unobtained consent to assignment or other restriction on assignabilitythe Post-Closing Cure Period, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on then the Title Defect Value attributable thereto, either Party shall have the right Amount with respect to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, that is not determined before Closing, the affected Asset so cured shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, promptly be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementSeller. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each For any Title Defect noticed pursuant to Section 4.03 that Seller does has not cure on been cured at or before prior to the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall shall, subject to the provisions of Section 4.14, be reduced decreased at the Closing by an either (i) the amount equal Seller and Prima, acting reasonably and in good faith, agree in lieu of a cure of the asserted Title Defect, or (ii) with respect to any Title Defect for which Seller and Prima have not yet agreed as to the validity of the Title Defect, the Title Defect Value, or the manner of cure, then subject to Section 4.14(c) below, by the amount of the Title Defect Value agreed upon asserted by Prima for such uncured or unadjusted Title Defect. (b) Notwithstanding anything to the contrary in writing by Buyer and Seller orthis Section 4.04, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained a consent to assignment that is not obtained or other restriction on assignabilityassignment, the provisions of Section 3.08 4.07 shall apply. (bc) Except for those affected Assets which If at the expiration of thirty (30) days after the Closing, Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties and Prima have not agreed upon the validity of any asserted Title Defect or have not agreed on Defect, the Title Defect Value attributable thereto, either Party shall have appropriate cure of the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defectsame, or the Title Defect Value attributable thereto, either Seller or Prima shall have the right to elect to have any such dispute determined by an Independent Expert pursuant to Section 4.13. (d) Once a Title Defect is not cured within the time specified in Section 4.03, by Seller at its sole cost and expense to Prima’s reasonable satisfaction, or the existence or value of the Title Defect is determined before Closingwith finality either by agreement between Seller and Prima or in accordance with Section 4.13, Prima shall promptly pay to Seller (i) in the case of a Title Defect which is cured, the affected Asset shall be excluded from the sale and amount the Purchase Price shall be reduced was decreased at the Closing as a result of this previously uncured Title Defect or (ii) in the case of an Asset affected by an unresolved Title Defect and for which the Allocated Value validity of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Valueor the Title Defect Value is determined with finality whether by agreement or in accordance with Section 4.13, the difference, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and between the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to amount the Purchase Price shall be made for was decreased at the Closing as a consequence of such asserted and unresolved Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessdetermined with finality.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 15.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.03(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to Section 4.04(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.03(c) or Article XX (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 18.02); (ii) indemnify Buyer against all Claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit G; provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.04(a) (ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest and/or Working Interest of a well, unit, well location or before Lease (as compared to the ClosingNet Revenue Interest and/or Working Interest set forth in Exhibit B with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.the (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.04(a) (ii) or to retain the Assets associated with the Title Defect under Section 4.04(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant in accordance with Article XX. In that event, subject to Section 16.03; provided that if the validity of any asserted Title Defect8.02, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.04(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.04(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $50,000) does not exceed $50,000 50,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (after taking into account clause (i)) and Environmental Defects (as hereinafter defined) provided in Article V does not exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects and Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (after taking into account clause (i)) and Environmental Defects does exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess. (e) Notwithstanding the provisions of Section 4.04(d) and the other provisions of this Agreement, in the event Buyer asserts a Title Defect as a result of Seller’s Net Revenue Interest in any well, unit, well location or Lease being less than that stated in Exhibit B and Seller owns, as of the Effective Time, a fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in such well, unit, well location or Lease, then (i) the Assets shall be deemed to include such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest; (ii) such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest shall be conveyed by Seller to Buyer at the Closing; (iii) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest eliminates such Net Revenue Interest deficiency, the deficiency shall not constitute a Title Defect; and (iv) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in the Assets results in Seller’s Net Revenue Interest being greater than that stated in Exhibit B, the excess shall constitute a Title Benefit.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orValue, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. unless the Parties otherwise agree. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 3.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before the Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before the Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at the Closing shall not be reduced by the Allocated Value virtue of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, and upon the final resolution of such dispute, the Allocated Value of that Asset less dispute the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05Section, be paid promptly refunded by Buyer to Seller and the Asset conveyed Sellers to Buyer, if that is part of the mutually agreed settlement. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value Title Defect Value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a3.08(a)) does not exceed $50,000 50,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined Title Defect Values (which are individually in accordance with this Agreement excess of $50,000) for Title Defects and Environmental Defects uncured as of the Closing Date less the aggregate Title Benefit Amounts (as hereinafter definedwhich are individually in excess of $50,000) does not exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined Title Defect Values (which are individually in accordance with this Agreement excess of $50,000) for Title Defects and Environmental Defects uncured as of the Closing Date less the aggregate Title Benefit Amounts (which are individually in excess of $50,000) does exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect that Seller does and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(g), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not cure waived in writing by Buyer or cured on or before the Closing, except Seller shall, at Seller’s sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as otherwise provided determined in this accordance with Section 3.054.04(c) or Article XII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) under an indemnity agreement in the form attached hereto as Exhibit E; or (iii) retain the entirety of the Asset that is subject to the Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset and all associated Assets (which shall be deemed Excluded Assets, except as otherwise provided below in this Section 4.05(a)(iii)). Following Closing, Seller will have one hundred eighty (180) calendar days to cure any such Title Defect Value agreed upon in writing by Buyer and (the “Cure Period”). Seller or{1914556;9} - 18 - is not obligated to cure any Title Defect during the Cure Period, but if Buyer agreesa Title Defect is cured before the expiration of the Cure Period, then Seller shall indemnify promptly convey the affected Asset and all associated Assets to Buyer pursuant effective as of the Effective Time, and Buyer shall contemporaneously with the receipt of such conveyance, pay Seller the Allocated Value of the affected Asset and all associated Assets, subject to Section 14.04 against all costs which Buyer may incur in connection with Purchase Price Adjustments as set forth herein, and upon such conveyance and payment such Asset and associated Assets shall no longer be deemed Excluded Assets. If Seller is unable to cure any such Title Defect. Defect before expiration of the Cure Period, then Seller shall retain the affected retained Asset and all associated Assets, which will permanently be deemed Excluded Assets and Buyer will have no further obligation to purchase such retained Asset and associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(c), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $50,000) does not exceed $50,000 50,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made or other remedies provided by Seller for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedafter taking into account clause (i))) does not exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor or other remedies provided by Seller on account of Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (after taking into account clause (i))) does exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such excess.the excess and no other adjustment of the Purchase Price shall be made or other remedies provided by Seller on account of Title Defects

Remedies for Title Defects. Subject to Sections 6.7 and 6.8, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. (b) With respect to each alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller oracting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall, if Buyer agreessubject to the further provisions hereof, Seller shall indemnify Buyer pursuant have up to Section 14.04 against all costs which Buyer may incur in connection with sixty (60) days following the Closing Date to attempt to cure such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability; provided, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)that, if on or before Closing the Parties parties have not agreed upon the validity of an alleged Title Defect, or the Title Defect Value attributable thereto, the amount so deposited in the Escrow Account for such alleged Title Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Title Defect within such sixty-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, together with any interest earned on such amount. If Seller does not reasonably cure the Title Defect within the allotted period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, as finally determined, together with any interest earned on such amount, and the Purchase Price hereunder will be deemed to be reduced by the amount of the Title Defect Value. To the extent that there is any remaining balance in the Escrow Account with respect to one or more Title Defects, such balance, including any interest earned on such balance, will be paid to Seller. (c) If Buyer and Seller have not agreed (i) on or before Closing upon the validity of an asserted Title Defect Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either Party party shall have the right to elect by written notice, delivered before or after Closing, to have the validity of such Title Defect and/or Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03; provided that if 8. In no event shall any disbursement from the validity of any asserted Title Defect, Escrow Account be made to Seller or the Buyer with respect to a Title Defect Value attributable theretothat is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof, is not determined before Closingwhich shall include, without limitation, an award of the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be escrowed funds attributable to such Title Defect. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have sixty (60) days from the date the Independent Expert determines that a Title Defect shall, subject exists to cure such Title Defect. (d) Any Title Defect cured by Seller or for which Buyer receives a Purchase Price adjustment or payment pursuant to this Section 3.056.5, be paid by Buyer to Seller shall constitute a Permitted Encumbrance hereunder and under the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAssignment. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each In the event that any Title Defect that Seller does is not cure cured on or before the Closing, except Seller shall, at its sole election, elect one of the following by so notifying Buyer not later than two (2) business days prior to Closing: a. Subject to the specific limitations set forth in Section 4.7, indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect, but in an amount not to exceed the Allocated Value of the Asset that is subject to such Title Defect, in which event the parties shall proceed to Closing and the Asset that is subject to such Title Defect shall be conveyed by Seller to Buyer subject to such Title Defect, with no payment or settlement at Closing as otherwise provided a result of such Title Defect and no reduction or adjustment to the Purchase Price; b. Subject to the specific limitations set forth in this Section 3.054.7, credit Buyer with the amount of the Actual Title Defect Value for an Asset (the "Title Defect Adjustment"), in which event the parties shall proceed to Closing and the Asset that is subject to such Title Defect shall be conveyed by Seller to Buyer subject to such Title Defect and Buyer shall pay to Seller the Purchase Price shall be reduced as so adjusted; c. Retain the Asset subject to such Title Defect and reduce the Purchase Price by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset, in which event the parties shall proceed to Closing and the Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable is subject to such Title Defect shall, subject to this Section 3.05, shall be paid retained by Seller and Buyer shall pay to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessso adjusted.

Remedies for Title Defects. (a) With respect Subject to each the rights of the parties pursuant to Section 13.1, and subject to Seller’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted by Buyer, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 10.2(a) is not cure waived in writing by Buyer or cured on or before the Closinglast day of the Cure Period to Buyer’s reasonable satisfaction, except the parties shall mutually agree to elect one of the following remedies: (i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, a reduction in the Purchase Price by the Title Defect Amount; (ii) indemnification of Buyer by Seller against all Liability resulting from such Title Defect pursuant to an indemnity agreement in the form attached to this Agreement as otherwise provided Exhibit G, in this Section 3.05which case the Purchase Price shall not be reduced by the Title Defect Amount or Allocated Value with respect to such Title Defect Property; or (iii) retention by Seller of the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property and such Title Defect Value determined by an Independent Expert pursuant associated Assets. If the parties are unable to Section 16.03agree on whether subsection (i), (ii) or (iii) above will apply, then the parties shall be deemed to have elected option (i); provided provided, however, that (A) if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, Amount is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by greater than 50% of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Property and (B) Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment agree to the Purchase Price shall be made for such Title Defect accept indemnification from Seller pursuant to clause (or Title Benefitii), (ii) if the aggregate adjustment to the Purchase Price determined then Seller, in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments theretoits sole discretion, then no adjustment of the Purchase Price shall be made therefor and may elect option (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess).

Remedies for Title Defects. Upon timely delivery of notice, either by Purchaser of a Title Defect or by Seller of an increase in net revenue interest, Purchaser and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required adjustment to the Sale Price, provided that in no event shall any Sale Price reduction for an affected property exceed the amount allocated to the affected property on Exhibit "B". If Purchaser and Seller cannot agree on the amount of such a Sale Price adjustment, said amount shall be determined in accordance with the following guidelines: (a) With respect to each If the Title Defect is based upon Purchaser's notice that Seller does not cure owns a lesser net revenue interest, or the notice is from Seller to the effect that Seller owns a greater net revenue interest than that shown on or before Exhibit "B", then the Closing, except as otherwise provided in this Section 3.05, portion of the Purchase Sale Price allocated on Exhibit "B" to the affected property shall be reduced by an amount equal or increased (as the case may be) in the same proportion that the actual net revenue interest bears to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with net revenue interest shown on Exhibit "B" for such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyproperty. (b) Except If the Title Defect is a lien, encumbrance or other charge upon a property which is liquidated in amount, then the adjustment shall be the sum necessary to be paid to the obligee to remove the Title Defect from the affected properly. If the Title Defect represents an obligation or burden upon the affected property for those which the economic detriment to Seller is not liquidated but can be estimated with reasonable certainty as agreed to by the parties, the adjustment shall be the sum necessary to compensate Purchaser at the Closing for the adverse economic effect which the Title Defect will have on the affected Assets which Seller elects property. (c) Subject to exclude from this transaction pursuant to Section 3.04(b)(iiSubsection 6.05(e), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have cannot be accommodated pursuant to Subsections 6.05(a) or 6.05(b) and the right to elect to have parties cannot otherwise agree on the validity amount of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant adjustment to Section 16.03; provided that if the validity of any asserted Title Defect, Sale Price or Seller cannot cure the Title Defect Value attributable thereto, is not determined before to the reasonable satisfaction of Purchaser prior to the Closing, the property affected Asset by the Title Defect shall be excluded from the sale Interests conveyed to Purchaser at the Closing and the Purchase Sale Price shall be reduced by the Allocated Value amount allocated by Purchaser to the affected property on Exhibit "B". (d) Purchaser may only adjust the Sale Price for Title Defects at the Closing if the cumulative amount of such affected Asset as set forth on Exhibit C. Upon resolution adjustments in its favor exceeds $250,000.00. Similarly, Seller may only adjust the Sale Price by reason of it owning a greater net revenue interest at the Closing if the cumulative amount of such disputeadjustments in its favor exceeds $250,000.00. (e) If Purchaser shall receive an adjustment at the Closing on account of a Title Defect, Seller shall have until a date that is ninety (90) days after the Allocated Value of that Asset less Closing Date to cure the Title Defect Value, if any, found at its cost. If by such date Seller can demonstrate to be attributable to such Purchaser's reasonable satisfaction the Title Defect shallhas been cured, subject to this Section 3.05, be paid by Buyer to then Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made entitled to reimbursement by Purchaser for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of the adjustment received by Purchaser at the Closing as a result of the Title Defect and the property shall be conveyed to Purchaser (if not conveyed at Closing). Purchaser shall pay such excessamount to Seller within ten (10) business days from the date that the parties agree the Title Defect has been cured.

Remedies for Title Defects. (a) With respect Subject to each Sections 9.1.d and 9.2.d, in the event that any Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided Buyer shall, at its sole election, elect one of the following by so notifying the Seller Representative not later than two (2) business days prior to Closing: a. Accept the portion of the Assets affected by the Title Defect notwithstanding the Title Defect, in this which case Buyer will be deemed to have conclusively waived the Title Defect; b. Subject to the specific limitations set forth in Section 3.054.7, receive a credit equal to the amount of the Actual Title Defect Value for an Asset (the “Title Defect Adjustment”), in which event the parties shall proceed to Closing and the Asset that is subject to such Title Defect shall be conveyed by the relevant Seller to Buyer subject to such Title Defect and Buyer shall pay to such Seller the relevant Per Seller Purchase Price shall be reduced as so adjusted, such adjustment constituting Buyer’s sole and exclusive remedy with respect to such Title Defect; or c. Exclude the Asset subject to such Title Defect and reduce the relevant Per Seller Purchase Price by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset, in which event the parties shall proceed to Closing and the Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable is subject to such Title Defect shall, subject to this Section 3.05, shall be paid retained by Buyer to such Seller and Buyer shall pay to such Seller the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the relevant Per Seller Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessso adjusted.

Remedies for Title Defects. (a) With respect Subject to each Section 9.3(b), in the event that any Title Defect that Seller does is not cure waived by Buyer or cured on or before the Closing, except as otherwise provided Seller shall, in this Section 3.05its sole election, elect to: (i) reduce the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller as being the cost to cure such Title Defect, taking into consideration the portion of the Assets subject to such Title Defect and the legal effect of such Title Defect on the Assets affected thereby; or (ii) indemnify Buyer, if subject to the maximum amount of Seller's liability set forth in Section 12.4(b), against all liability, loss, cost and expense resulting from such Title Defect pursuant to Section 12.3(d). In the event that Seller elects to proceed under Section 9.3(a)(k) and Buyer agreesand Seller have failed to agree on or before the third business day prior to the then scheduled Closing Date on the proportionate reduction of the Purchase Price (which agreement Buyer and Seller shall use good faith efforts to reach), Seller shall then elect to proceed with respect to such Title Defect under (b) Notwithstanding anything in Article 9 to the contrary, in no event shall Seller be obligated pursuant to Section 9.3(a) to decrease the Purchase Price or indemnify Buyer pursuant to Section 14.04 against 12.3(d) for Title Defects unless the cost to cure all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is Defects in the nature aggregate, exceeds a deductible in an amount of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. Fifty Thousand Dollars (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii$50,000.00), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset after which point Buyer shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found entitled to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment adjustments to the Purchase Price or indemnification only with respect to curative costs in excess of such deductible. Without the prior written consent of Buyer, Seller shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment not incur costs to the Purchase Price determined in accordance with this Agreement for cure any Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior that would be attributable to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessBuyer's deductible amount.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in Section 3.04(b) or this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Purchaser and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. Seller. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties Purchaser and Seller have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party Purchaser or Seller shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by the Allocated Value virtue of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, and upon the final resolution of such dispute, the Allocated Value of that Asset less dispute the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05Section, be paid promptly refunded by Buyer Seller to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementPurchaser. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a3.08(a))) does not exceed $50,000 US$25,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedexceeding US$25,000) does not exceed three percent two and one half per cent (32.5%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (exceeding US$25,000) does exceed three percent two and one-half per cent (32.5%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each Section 9.3(b), in the event that any Title Defect that Seller does is not cure waived by Buyer or cured on or before the Closing, except as otherwise provided in this Section 3.05Seller shall, its sole election, elect to: (i) reduce the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller as being the cost to cure such Title Defect, taking into consideration the portion of the Assets subject to such Title Defect and the legal effect of such Title Defect on the Assets affected thereby; or (ii) indemnify Buyer, if subject to the maximum amount of Seller's liability set forth in Section 12.5(b), against all liability, loss, cost and expense resulting from such Title Defect pursuant to Section 12.3(c). In the event that Seller elects to proceed under Section 9.3(a)(i) and Buyer agreesand Seller have failed to agree on or before the third business day prior to the then scheduled Closing Date on the proportionate reduction of the Purchase Price (which agreement Buyer and Seller shall use good faith efforts to reach), Seller shall then elect to proceed with respect to such Title Defect under Section 9.3(a)(ii). Seller may elect to proceed under Section 9.3(a)(i) with respect to certain Title Defects and under Section 9.3(a)(ii) with respect to other Title Defects. (b) Notwithstanding anything in Article 9 to the contrary, in no event shall Seller be obligated pursuant to Section 9.3(a) to decrease the Purchase Price or indemnify Buyer pursuant to Section 14.04 against 12.3(c) for Title Defects unless the cost to cure all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is Defects in the nature aggregate, exceeds a deductible in an amount equal to 2.5% of an unobtained consent to assignment or other restriction on assignabilitythe Purchase Price, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets after which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset point Buyer shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found entitled to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment adjustments to the Purchase Price or indemnification only with respect to curative costs in excess of such deductible. Without the prior written consent of Buyer, Seller shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment not incur costs to the Purchase Price determined in accordance with this Agreement for cure any Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior that would be attributable to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessBuyer's deductible amount.

Remedies for Title Defects. (a) With If Buyer notifies Seller of any Title Defect as provided in Section 4.04, and Seller refuses or is unable to cure the Title Defect before Closing, then Seller shall choose one of the following rights and remedies with respect to each the uncured Title Defect(s) in the Asset, unless the parties otherwise agree in writing: (i) Seller shall reduce the Purchase Price by the Title Defect Value and convey the affected Asset to Buyer at Closing; (ii) Seller shall retain the entirety of the Asset that Seller does not cure on or before the Closingis subject to such asserted Title Defect, except as otherwise provided together with all other Assets associated with such Asset, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such excluded Asset; or (iii) Seller shall retain the entirety of the Asset that is subject to such asserted Title Defect, together with all other Assets associated with such Asset, and attempt to cure the Title Defect on or before the ninetieth (90th) day after the Closing Date (the “Title Defect Cure Date”), in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value agreed upon of such retained Asset, and in writing by Buyer and Seller or, if Buyer agreesthe event such Title Defect is cured during such period, Seller shall indemnify convey such Asset to Buyer pursuant on or before the Title Defect Cure Date by an Assignment and Xxxx of Sale substantially in the form of the Assignment and the Allocated Value of such Asset shall be included as an upward adjustment to Section 14.04 against all costs which Buyer may incur the Purchase Price as set forth on the Final Statement, but in connection with the event such Title Defect. Defect is not cured during such period, Seller shall retain the entirety of the Asset that is subject to such asserted Title Defect and there shall be no further adjustment to the Purchase Price with respect to such retained Asset. (iv) In addition to the foregoing rights and remedies set forth in subparts (i), (ii) and (iii) of this Section 4.05(a), Seller and Buyer will have the termination rights set forth in Section 13.01. (b) If any Title Defect is in the nature of a preferential right to purchase or an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.07 and Section 4.08, respectively, shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment event shall there be any adjustments to the Purchase Price or other remedies provided by Seller (i) for individual asserted Title Defects that do not exceed $50,000.00 (“Individual Title Deductible”), which will be deemed to be Permitted Encumbrances; and (ii) until the aggregate amount of the Title Defect Amounts for all such asserted Title Defects that exceed the Individual Title Deductible, excluding any asserted Title Defects cured or disputed by Seller, exceeds one percent (1%) of the Unadjusted Purchase Price (the “Aggregate Title Deductible”), after which point Buyer shall be made entitled to adjustments to the Purchase Price or other remedies elected by Seller only to the extent the sum of the Title Defect Values for such asserted Title Defect Defects exceeds the Aggregate Title Deductible; provided, however, that to the extent Seller’s ownership interest in any Asset is divided, for allocation purposes, among more than one exhibit or schedule to this Agreement, the Individual Title Deductible shall apply only once with respect to each such Asset. (or d) Buyer and Seller agree to use commercially reasonable efforts to resolve, prior to Closing, any disagreements relating to (i) the existence of any asserted Title Benefit)Defect, (ii) if the aggregate adjustment Title Defect Value attributable to the Purchase Price determined in accordance with this Agreement for a Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments theretoDefect, then no adjustment of the Purchase Price shall be made therefor and or (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for existence or value of any asserted Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessBenefit.

Remedies for Title Defects. (ai) With respect to (A) each Asset affected by an agreed Title Defect that Seller has elected prior to Closing to exclude from the sale pursuant to Section 11.1(b)(ii)(B), the Base Purchase Price shall be reduced by the affected Asset’s Allocated Value and (B) each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05but for which the affected Asset is not so excluded at the Closing, the Base Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orthe Parties, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur but in connection with such Title Defect. If any Title Defect is in no event by more than the nature Allocated Value of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyaffected Asset. (bii) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing or on or before the Defect Deadline, as applicable, the Parties have not agreed upon (A) the validity of any asserted Title Defect or have not agreed on Defect, (B) the Title Defect Value attributable thereto, either or (C) the adequacy of the cure (collectively the “Title Disputes” and each a “Title Dispute”), any Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value Dispute determined by an Independent Expert pursuant to Section 16.03; provided that if 11.3. In the validity event of any Title Dispute identified prior to the Closing, Seller may elect to reduce the Base Purchase Price by the asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, for such Asset (but in no event greater than the Allocated Value for such affected Asset) or Seller may elect to exclude the affected Asset shall be excluded from the sale and reduce the Base Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon Asset, and upon resolution of such disputethe Title Dispute, further payments or actions, if any shall, be governed under Section 11.1(c)(iii). In the event any Title Dispute identified after the Closing, but prior to the Defect Deadline, remains outstanding as of the Defect Deadline, the Adjusted Base Purchase Price shall be reduced on the Defect Deadline by the Allocated Value of that Asset less such affected Asset, and upon resolution of the Title Defect ValueDispute, if any, found to be attributable to such Title Defect by the Post-Closing Cure Deadline, further payments, if any shall, subject to this be governed under Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.11.1(c)(iii) (ciii) Notwithstanding anything to the contrary in this Agreement, (iA) if in no event shall there be any adjustments to the value Base Purchase Price or other remedies of a given this Agreement for any individual Title Defect, the Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) Value of which does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)Threshold, (iiB) if the aggregate adjustment to the Base Purchase Price determined in accordance with this Agreement for Title Defect Values that exceed the Title Defect Threshold does not exceed the Defect Deductible, then no adjustment of the Base Purchase Price shall be made therefor, and (C) if the aggregate adjustment to the Base Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) the Defect Deductible of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Base Purchase Price prior to any adjustments thereto, then the Base Purchase Price shall only be adjusted by the amount in excess of such excessDefect Deductible. (iv) In the event that Seller elects to exclude all or part of any Asset from this Agreement pursuant to Sections 11.1(b)(ii)(B) or 11.1(c)(ii), the Purchased Company shall convey such affected Asset (together with a pro rata share of all incidental rights, oil, gas and other Hydrocarbons and other assets attributable or appurtenant thereto) free and clear of any warranty, claims or recourse against the Purchased Company and subject to the indemnity provisions of this Agreement with respect to such affected Asset to a Person designated by Seller reasonably acceptable to Buyer, pursuant to the Assignment and Bxxx of Sale delivered at Closing and the Base Purchase Price shall be reduced by Allocated Value of such affected Asset. (v) In the event that (A) a Title Defect gives rise to the exclusion of all or part of any Asset from this Agreement as a result of that Title Defect; (B) such affected Asset was conveyed to Seller or its designee pursuant to Section 11.1(c)(iv); (C) there was a reduction in the Base Purchase Price; and (D) Seller delivers to Buyer by the Post-Closing Cure Deadline pertinent information reasonably necessary to document that the Title Defect has been cured to Buyer’s reasonable satisfaction, Buyer shall have thirty (30) days to object to the sufficiency of such curative material (the “Post-Closing Cure Payment Date”). Upon the Post-Closing Cure Payment Date or, if Section 11.1(c)(ii) is applied to such Title Defect, immediately after the date of the Independent Expert’s determination under Section 11.3 that such Title Defect is cured (either such date, as applicable, the “Title Cure Date”), then Seller shall have the option to put such excluded Asset to the Purchased Company. Such put option shall be exercised by Seller delivering written notice to Buyer no later than ten (10) Business Days following such Title Cure Date of Seller’s election to put such excluded Asset to the Purchased Company, and, in exchange for a Cure Assignment effectuating the transfer of such excluded Asset to the Purchased Company, Buyer shall, or shall cause the Purchased Company to, promptly pay to Seller an amount equal to the amount deducted from the Base Purchase Price (or as agreed or resolved in the event of a dispute), adjusted as provided in Section 2.4, with respect to such Asset (the “Title Cure Payment”). In the event Seller did not exclude the affected Asset but the Base Purchase Price was reduced pursuant to Section 11.1(b)(ii)(C) and to the last sentence of Section 11.1(c)(ii), promptly following the Title Cure Date, Buyer shall, or shall cause the Purchased Company, to promptly pay to Seller the Title Cure Payment. Any dispute regarding matters arising under this Section 11.1(c)(iii) shall be resolved exclusively by using the dispute resolution procedures specified in Section 11.3. (vi) Within three (3) Business Days following the Defect Deadline, Buyer shall (A) retain from the Title Holdback Amount the aggregate amount of all agreed, or if not agreed, asserted Title Defect Values for all outstanding Title Defects (or such amount as resolved in Buyer’s favor by the Independent Expert with respect to any Title Disputes or as may otherwise be agreed between the Parties) and (B) distribute the balance of the funds from the Title Holdback Amount to Seller. Buyer’s retention of the Title Holdback Amount above in no way limits the amount due to Buyer for asserted Title Defects and any amounts owing to Buyer upon the resolution of the outstanding Title Disputes by the decision of the Independent Expert shall be handled through payments from Seller to Buyer via wire transfer to an account designated by Buyer within three (3) Business days of such decision.

Remedies for Title Defects. (ai) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with Sellers (each acting reasonably) as being the value of such Title Defect. , taking into consideration the Allocated Value of the Property subject to such Title Defect, and the legal effect of such Title Defect on the Property affected thereby (other than in the case of Title Defects described in clause (ii) below, which shall be treated in the manner therein described); (ii) If any a Title Defect is the result of a discovery by Buyer that the applicable Seller owned, as of the Effective Time, a Net Revenue Interest in a Property that is less than the nature Net Revenue Interest for such Property set forth in Schedule 2.02(a)(i), then Buyer and Sellers agree that the Purchase Price shall be decreased by an amount equal to the product of an unobtained consent the Allocated Value for such Property and the proportionate reduction in such Net Revenue Interest as a result of such Title Defect, in which case the Parties shall proceed to assignment or other restriction on assignability, Closing and the provisions Property shall be conveyed by such Seller to Buyer subject to such Title Defect with a reduction of Section 3.08 shall applythe Purchase Price by such amount. (biii) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If, if on or before three Business Days prior to the Closing the Parties Date, Buyer and Sellers have not agreed upon the validity of any asserted Title Defect or or, in the case of a Title Defect other than that described in clause (ii), have not agreed on the amount, if any, by which the Purchase Price should be reduced on account of the Title Defect Value attributable theretoDefect, either Party Sellers shall have the right option, in their sole discretion, upon written notice to elect Buyer prior to have or on the validity of Closing Date, to either (x) indemnify and defend Buyer against all Indemnified Losses resulting from such Title Defect and/or (in an amount not to exceed the Allocated Value of the affected Property), in which case the Parties shall proceed to Closing and the affected Property shall be conveyed by the applicable Seller to Buyer subject to such Title Defect Value determined by an Independent Expert pursuant with no adjustment to Section 16.03; provided that if the validity Purchase Price, (y) accept the Buyer's valuation of any asserted the Title Defect, or in which case the Parties shall proceed to Closing and the Property shall be conveyed by such Seller to Buyer subject to such Title Defect Value attributable theretowith a reduction of the Purchase Price by such value, is not determined before Closing, or (z) remove the affected Asset Property from the Assets to be conveyed to Buyer hereunder, in which case the Parties shall proceed to Closing and the affected Property shall be excluded from the sale retained by such Seller, and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such disputeProperty. (iv) If pursuant to this Section 7.01(c), the Allocated Value of that Asset less Purchase Price is reduced with respect to a given Title Defect, such Seller shall have the Title Defect Valueright, if anybut not the obligation, found at any time within six months after the Closing Date, to cure or cause to be attributable cured such Title Defect, and Buyer shall allow such Seller and its representatives such access to the Assets as is necessary or reasonable for the purpose thereof and shall reasonably cooperate with such Seller's efforts. If any such Title Defect shallis cured within such period of time, subject then Buyer shall promptly pay to this such Seller by wire transfer the amount by which the Purchase Price was reduced on account of such Title Defect, after adjustments to such amount from the Effective Time pursuant to Section 3.053.01, be paid by applied mutatis mutandis, and such Seller shall assign to Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementProperty associated with such Title Defect. (cv) Notwithstanding anything herein to the contrary in this Agreementcontrary, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then there shall be no adjustment to the Purchase Price shall be made for any Title Defect if the value associated with such Title Defect (or Title Benefit)is less than $50,000 and, (ii) if in the aggregate event such $50,000 level is reached, any adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by made with respect to the amount in excess of $50,000; provided, however, there shall be no further such excessdeduction applied to Title Defects after a cumulative amount of $500,000 in deductibles (including Title Defects with associated values less than $50,000) has been reached.

Remedies for Title Defects. Noticed to Seller under Section 3.04. (a) Upon the receipt of such effective notice from Purchaser, Seller and Purchaser shall for a period of five (5) Business Days after the Title Defect Notice attempt to mutually agree on a resolution including, but if no such resolution is reached, Seller may, at their sole option (i) attempt to cure such Title Defect at any time prior to the Closing, or (ii) exclude the affected Asset from the sale and pay Purchaser the mutually agreed allocated value of such affected Asset. (b) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Purchaser and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. Seller. (c) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (bd) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (ce) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual the aggregate Title Defect Defects (or individual aggregate Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 25,000, then no adjustment to the Purchase Price shall be made for such Title Defect Defects (or Title BenefitBenefits); however, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for value of a Title Defects and Environmental Defects (as hereinafter definedor Title Benefits) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments theretoexceeds $25,000, then the Purchase Price shall only be adjusted by the amount total value of such excessTitle Defects (or Title Benefits) may be asserted.

Remedies for Title Defects. (ai) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced adjusted by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with (each acting reasonably) as being the value of such Title Defect. , taking into consideration the Allocated Value of the Property subject to such Title Defect, and the legal effect of such Title Defect on the Property affected thereby (other than in the case of Title Defects described in clause (ii) below, which shall be treated in the manner therein described). (ii) If any a Title Defect is the result of a discovery by Buyer that the applicable Seller owned, as of the Effective Time, a Net Revenue Interest in a Property that is less than the nature Net Revenue Interest for such Property set forth in Schedules 2.02(a)(i) and 5.09, then Buyer and Seller agree that the Purchase Price shall be decreased by an amount equal to the product of an unobtained consent the Allocated Value for such Property and the proportionate reduction in such Net Revenue Interest as a result of such Title Defect, in which case the Parties shall proceed to assignment or other restriction on assignability, Closing and the provisions Property shall be conveyed by such Seller to Buyer subject to such Title Defect with a reduction of Section 3.08 shall applythe Purchase Price by such amount. (biii) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)If, if on or before five Business Days prior to the Closing the Parties Date, Buyer and Seller have not agreed upon the validity of any asserted Title Defect or or, in the case of a Title Defect other than that described in clause (ii), have not agreed on the amount, if any, by which the Purchase Price should be reduced on account of the Title Defect Value attributable theretoDefect, either Party Seller shall have the right option, in its sole discretion, upon written notice to elect Buyer, prior to have or on the validity of Closing Date, to either (x) indemnify and defend Buyer against all Indemnified Losses resulting from such Title Defect and/or (in an amount not to exceed the Allocated Value of the affected Property), in which case the Parties shall proceed to Closing and the affected Property shall be conveyed by the Seller to Buyer subject to such Title Defect Value determined by an Independent Expert pursuant with no adjustment to Section 16.03; provided that if the validity Purchase Price, (y) accept the Buyer’s valuation of any asserted the Title Defect, or in which case the Parties shall proceed to Closing and the Property shall be conveyed by Seller to Buyer subject to such Title Defect Value attributable theretowith a reduction of the Purchase Price by such value, is not determined before Closing, or (z) remove the affected Asset Property from the Assets to be conveyed to Buyer hereunder, in which case the Parties shall proceed to Closing and the affected Property shall be excluded from the sale retained by such Seller, and the Purchase Price shall be reduced adjusted by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such disputeProperty. (iv) If, pursuant to this Section 7.01(c), the Allocated Value of that Asset less Purchase Price is reduced with respect to a given Title Defect, Seller shall have the Title Defect Valueright, if anybut not the obligation, found at any time within six months after the Closing Date, to cure or cause to be attributable cured such Title Defect, and Buyer shall allow such Seller and its representatives such access to the Assets as is necessary or reasonable for the purpose thereof and shall reasonably cooperate with such Seller’s efforts. If any such Title Defect shallis cured within such period of time, subject then Buyer shall promptly pay to this such Seller by wire transfer the amount by which the Purchase Price was reduced on account of such Title Defect, after adjustments to such amount from the Effective Time pursuant to Section 3.053.01, be paid by applied mutatis mutandis, and Seller shall assign to Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementProperty associated with such Title Defect. (cv) Notwithstanding anything herein to the contrary in this Agreementcontrary, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then there shall be no adjustment to the Purchase Price shall be made for any Title Defect if the value associated with such Title Defect (or Title Benefit)is less than $50,000 and, (ii) if in the aggregate event such $50,000 level is reached, any adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by made with respect to the amount in excess of $50,000; provided, however, there shall be no further such excessdeduction applied to Title Defects after a cumulative amount of $500,000 in deductibles (including Title Defects with associated values less than $50,000) has been reached.

Remedies for Title Defects. Subject to Sections 6.7 and 6.8, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. (b) With respect to each any alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either each Party shall have the right option, but not the obligation, to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, exclude the affected Asset shall be excluded from the sale Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. If the affected Asset as set forth on Exhibit C. Upon resolution of is not excluded by either Buyer or Seller, then Seller shall, subject to the further provisions hereof, have up to ninety (90) days following the Closing Date to attempt to cure such disputeTitle Defect. If Seller does not reasonably cure the Title Defect within the allotted period, the Allocated Value of that Asset less Seller shall pay Buyer an amount equal to the Title Defect Value, if anyas finally determined, found and the Purchase Price hereunder will be deemed to be attributable to such reduced by the amount of the Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementValue. (c) Notwithstanding anything to the contrary in this Agreement, If Buyer and Seller have not agreed (i) if on or before Closing upon the value validity of a given individual an asserted Title Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either party shall have the right to elect by written notice, delivered before or individual after Closing, to have the validity of such Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 8. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect exists to cure such Title Defect. (d) Any Title Defect cured by Seller or Title Benefit), (ii) if the aggregate adjustment to the for which Buyer receives a Purchase Price determined in accordance with adjustment or payment pursuant to this Agreement for Title Defects Section 6.5, shall constitute a Permitted Encumbrance hereunder and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of under the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssignment.

Remedies for Title Defects. (a) With respect to each Upon timely delivery of notice, either by ----------------------------- Purchaser of a Title Defect or by Seller of an increase in Seller's interest, Purchaser and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required adjustment to the Sales Price. If the Purchaser and Seller cannot agree on the amount of such a Sales Price adjustment, said amount shall be determined in accordance with the following guidelines: 1) If the Title Defect is based upon Purchaser's notice that Seller does owns a lesser interest or the notice is from Seller that Seller owns a greater interest than that shown in section 2 then the portion of the Sales Price fairly allocated to Seller shall be reduced or increased (as the case may be) in the same proportion that the actual interest bears to the interest shown in section 2. 2) If the Title Defect is a lien, encumbrance or other charge upon a property which is liquidated in amount, then the adjustment shall be the sum necessary to be paid to the obligee to remove the Title Defect from the affected property. If the Title Defect represents an obligation or burden upon the affected property for which the economic detriment to Seller is not liquidated but can be estimated with reasonable certainty as agreed to by the parties, the adjustment shall be the sum necessary to compensate Purchaser at the Closing for the adverse economic effect which the Title Defect will have on the affected property. If there is a lien or encumbrance in the form of a judgment secured by a supersedeas bond or other security approved by the Court issuing such order, such lien or encumbrance shall not be considered a Title Defect under this Agreement. 3) Subject to paragraph 4 below, if the Title Defect cannot be accommodated pursuant to paragraph 1 or 2 above and the parties cannot otherwise agree on the amount of such an adjustment to the Sales Price or Seller cannot cure on or before the Title Defect to the reasonable satisfaction of Purchaser prior to the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced portion affected by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orshall, if Buyer agreesrequested by Purchaser, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale Interests conveyed to Purchaser at the Closing and the Purchase Sales Price shall be reduced by the Allocated Value amount fairly attributable to the excluded portion under section 2. 4) Purchaser may only adjust the Sales Price for Title Defects at the Closing if the cumulative amount of such affected Asset as set forth on Exhibit C. Upon resolution adjustments in its favor exceeds $25,000.00. Similarly, Seller may only adjust the Sales Price by reason of Seller owning a greater net revenue interest at the Closing if the cumulative amount of such disputeadjustments in its favor exceeds $25,000.00. In the event the net amount of the Sales Price adjustments downward or upward pursuant to the foregoing exceeds $250,000.00 then Seller or Purchaser may, upon written notice to the Allocated Value other party, terminate this Agreement and the same shall be of no further force and effect. 5) If Purchaser shall receive an adjustment at the Closing on account of a Title Defect, Seller shall have until a date that Asset less is 90 days after the Closing Date to cure the Title Defect Value, if any, found at its cost. If by such date Seller can demonstrate to be attributable to such Purchaser's reasonable satisfaction that the Title Defect shall, subject to this Section 3.05, be paid by Buyer to has been cured then Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made entitled to reimbursement by Purchaser for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of the adjustment received by Purchaser at the Closing as a result of the Title Defect. Purchaser shall pay such excessamount without interest to Seller within ten (10) business days from the date that the parties agree the Title Defect has been cured.

Remedies for Title Defects. (a) With Subject to Seller’s continuing right to dispute the existence of a Title Defect or dispute any Alleged Title Defect Amount asserted with respect to each a Title Defect, and subject to the rights of the Buyer pursuant to Section 15.01(b), in the event that any Title Defect that timely and effectively asserted by Buyer in accordance with Section 11.02(a) is not waived in writing by Buyer or cured during the Cure Period, Seller does not cure on or before may, at its sole option, elect to: (i) subject to the ClosingIndividual Title Defect Threshold and the Aggregate Deductible, except as otherwise provided in this Section 3.05, reduce the Base Purchase Price shall or Final Price, as applicable, by the Alleged Title Defect Amount (not to exceed the Allocated Value of the applicable Title Defect Property) determined pursuant to Section 11.02(g) or Section 11.02(j); (ii) in the event that the Alleged Title Defect Amount asserted by Buyer pursuant to Section 11.02(a) with respect to any Title Defect Property exceeds fifty percent (50%) of the Allocated Value for such Title Defect Property, retain the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Base Purchase Price or Final Price, as applicable, will be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property and such associated Assets, and such Title Defect Value determined by an Independent Expert pursuant Property and associated Assets shall become Excluded Assets; (iii) indemnify Buyer against all Liability (up to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the applicable Title Defect Value, if any, found to be attributable Property) resulting from such Title Defect with respect to such Title Defect shall, subject Property pursuant to this Section 3.05, be paid an indemnity agreement prepared by Buyer to Seller in a form and the Asset conveyed substance reasonably acceptable to Buyer, if that is part of the mutually agreed settlement.; or (civ) Notwithstanding anything cure the alleged Title Defect pursuant to the contrary in this Agreement, Section 11.02(c); or (iv) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)applicable, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with terminate this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior pursuant to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessSection 14.01(a).

Remedies for Title Defects. Subject to Sections 6.07 and 6.08, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. (b) With respect to each any alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05and the Title Defect Value for such Asset exceeds the Allocated Value for such Asset, each Party shall have the option, but not the obligation, to exclude the affected Asset from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Title Defect that is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction pursuant to Section 6.05(b), an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller oracting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall, if Buyer agreessuch subject to the further provisions hereof, Seller shall indemnify Buyer pursuant have up to Section 14.04 against all costs which Buyer may incur in connection with ninety (90) days following the Closing Date to attempt to cure such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability; provided, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)that, if on or before Closing the Parties parties have not agreed upon the validity of an alleged Title Defect, or the Title Defect Value attributable thereto, the amount so deposited in the Escrow Account for such alleged Title Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Title Defect within such ninety-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, together with any earnings on such amount. If Seller does not reasonably cure the Title Defect within the allotted period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, as finally determined, together with any earnings on such amount, and the Purchase Price hereunder will be deemed to be reduced by the amount of the Title Defect Value. (d) If Buyer and Seller have not agreed (i) on or before Closing upon the validity of an asserted Title Defect Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either Party party shall have the right to elect by written notice, delivered before or after Closing, to have the validity of such Title Defect and/or Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03; provided that if Article VIII. In no event shall any disbursement from the validity of any asserted Title Defect, Escrow Account be made to Seller or the Buyer with respect to a Title Defect Value attributable theretothat is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8.02 hereof, is not determined before Closingwhich shall include, without limitation, an award of the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be escrowed funds attributable to such Title Defect. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect shall, subject exists to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementcure such Title Defect. (ce) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Any Title Defect (cured by Seller or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the for which Buyer receives a Purchase Price adjustment or payment pursuant to this Article V, shall be made for such Title Defect (or Title Benefit), (ii) if constitute a Permitted Encumbrance hereunder and under the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssignment.

Remedies for Title Defects. Subject to Seller’s continuing right to title dispute resolution under Section 4.3, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.3(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall elect the following: (a1) With subject to the Individual Title Deductible and the Aggregate Title Deductible, convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price by an amount agreed upon pursuant to Section 4.2(g) and retain the right to cure the Title Defect after Closing. Seller shall have until the Final Settlement Date in which to attempt to cure any such Title Defects. If Seller cures any such Title Defect, then Buyer shall promptly pay Seller the Title Defect Amount with respect to each the Title Defect that Seller does not is so cured, expressly provided that the Buyer retains the right to waive any such Title Defect that remains subject to cure on or before and to purchase and pay for the affected Asset at any time prior to the Final Settlement Date; (2) with the consent of Buyer, convey the Title Defect Property to Buyer at Closing, except without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect, pursuant to the terms and conditions of the Indemnification Agreement attached hereto as otherwise provided Exhibit E; or (3) with the consent of Buyer, retain the entirety of the Leases or Xxxxx subject to such Title Defect, together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of property and such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementassociated Assets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at Seller's sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(c) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit D; provided, however, that without Buyer's consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.05(a)(ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest and/or Working Interest of a well, unit, well location or before Lease (as compared to the ClosingNet Revenue Interest and/or Working Interest set forth in Exhibit B with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XVIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within three (3) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $40,000) does not exceed $50,000 40,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made or other remedies provided by Seller for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedafter taking into account clause (i)) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor or other remedies provided by Seller on account of Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (after taking into account clause (i)) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of the excess and no other adjustment of the Purchase Price shall be made or other remedies provided by Seller on account of Title Defects. (e) Notwithstanding the provisions of Section 4.05(d) and the other provisions of this Agreement, in the event Buyer asserts a Title Defect as a result of Seller's Net Revenue Interest in any well, unit, well location or Lease being less than that stated in Exhibit B and Seller owns a fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in such excesswell, unit, well location or Lease, then (i) the Assets shall be deemed to include such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest; (ii) such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest shall be conveyed by Seller to Buyer at the Closing; (iii) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest eliminates such Net Revenue Interest deficiency, the deficiency shall not constitute a Title Defect; and (iv) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in the Assets results in Seller's Net Revenue Interest being greater than that stated in Exhibit B, the excess shall constitute a Title Benefit.

Remedies for Title Defects. Upon timely delivery of notice, either by Purchaser of a Title Defect or by Seller of an increase in net revenue interest, Purchaser and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required adjustment to the Sale Price, provided that in no event shall any Sale Price reduction for an affected Real Property exceed the amount allocated to the affected Real Property on Exhibit "D" and any such adjustments shall be further subject to Section 6.05(e). If Purchaser and Seller cannot agree on the amount of such a Sale Price adjustment, said amount shall be determined in accordance with the following guidelines: (a) With respect to each If the Title Defect is based upon Purchaser's notice that Seller owns a lesser net revenue interest, or the notice is from Seller to the effect that Seller owns a greater net revenue interest, than that shown on Exhibits "A-1 to A-3", then the portion of the Sale Price allocated on Exhibit "D" to the affected Real Property shall be reduced or increased (as the case may be) in the same proportion that the actual net revenue interest bears to the net revenue interest shown on Exhibits "A-1 to A-3" for such Real Property. (b) If the Title Defect is a lien, encumbrance or other charge upon Real Property which is liquidated in amount, then the adjustment shall be the sum necessary to be paid to the obligee to remove the Title Defect from the affected Real Property. If the Title Defect represents an obligation or burden upon the affected Real Property for which the economic detriment to Seller is not liquidated but can be estimated with reasonable certainty as agreed to by the Parties, the adjustment shall be the sum necessary to compensate Purchaser at the Closing for the adverse economic effect which the Title Defect will have on the affected Real Property. If there is a lien or encumbrance in the form of a judgment secured by a supersedeas bond or other security approved by the court issuing such order, it shall not be considered a Title Defect under this Agreement. (c) If the Title Defect is based upon a failure, partial failure, cancellation or termination identified in Section 6.03(a), and such defect does not cure represent an obligation or burden upon the Real Property which is liquidated in amount, then the portion of the Sale Price allocated on or before Exhibit "D" to the Closing, except as otherwise provided in this Section 3.05, the Purchase Price affected Real Property shall be reduced by an amount equal proportionate to the defect. (d) Subject to Subsection 6.05(d), if the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer cannot be remedied pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. Subsections 6.05(a) (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing (c) or the Parties have cannot agreed upon otherwise agree on the validity amount of any asserted Title Defect such an adjustment to the Sale Price or have Seller cannot agreed on cure the Title Defect Value attributable theretoto the reasonable satisfaction of Purchaser prior to the Closing, either Party shall have and the right Parties do not both agree to elect submit the matter to have binding arbitration, the validity of such Title Defect and/or such Title Defect Value determined Real Property affected by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale Interests conveyed to Purchaser at the Closing and the Purchase Sale Price shall be reduced by the Allocated Value amount allocated by Purchaser to the affected Real Property on Exhibit "D". (e) Purchaser may only adjust the Sale Price for Title Defects at the Closing if the cumulative amount of such affected Asset as set forth on Exhibit C. Upon resolution adjustments in its favor exceeds ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), in which case Purchaser may adjust the Sale Price for the total amount of Title Defects. Similarly, Seller may only adjust the Sale Price by reason of it owning a greater net revenue interest at the Closing if the cumulative amount of such disputeadjustments in its favor exceeds ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), in which case Seller may adjust the Allocated Value Sale Price for the total amount of adjustments in its favor. In the event the net amount of the Sale Price adjustments downward or upward pursuant to the foregoing equals or exceeds TIME HUNDRED THOUSAND AND 00/100 DOLLARS ($3 00,000.00) then Seller or Purchaser may, upon written notice to the other party, terminate this Agreement and the same shall be of no further force and effect, save and except that Asset less Seller shall return the Performance Deposit to Purchaser without interest. (f) If Purchaser shall receive an adjustment at the Closing on account of a Title Defect pursuant to this Article, Seller shall have until a date that is thirty (30) days after the Closing Date to cure the Title Defect Value, if any, found at its cost. If by such date Seller can demonstrate to be attributable to such Purchaser's reasonable satisfaction the Title Defect shallhas been cured, subject to this Section 3.05, be paid by Buyer to then Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made entitled to payment by Purchaser for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of the adjustment received by Purchaser at the Closing as a result of the Title Defect. Purchaser shall pay such excessamount to Seller within ten (10) business days from the date that the Parties agree the Title Defect has been cured.

Remedies for Title Defects. (a) With respect Subject to each Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the Parties pursuant to Section 3.15, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 3.6 is not cure waived by Buyer or is not cured on or before the Closing, Seller shall, at its sole option (except as otherwise provided in this Section 3.05below), elect to: (a) subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, reduce the Base Purchase Price shall be reduced by an amount equal to the (“Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer Amount”) determined pursuant to Section 14.04 against all costs which Buyer may incur in connection with 3.12 as being the value of such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.; (b) Except upon the agreement of Buyer (provided that Buyer’s agreement shall not be necessary with respect to any Title Defect which constitutes a Title Defect solely due to section (d) in the definition of Title Defect and which has existed for those affected Assets which Seller elects to exclude more than ten years from this transaction the Effective Time), indemnify Buyer against all Claims resulting from such Title Defect pursuant to Section 3.04(b)(ii)an indemnity agreement in a form reasonably agreeable to Seller and Buyer provided, if on or before Closing under no circumstances shall Seller’s aggregate liability thereunder exceed the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on Allocated Value for the Title Defect Value attributable thereto, either Party shall have Property made the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.thereof; (c) Notwithstanding anything to retain the contrary in this Agreement, (i) if entirety of the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Property that is subject to the Purchase Price shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance together with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.all associated Assets,

Remedies for Title Defects. (a) With For any Title Defect noticed pursuant to Section 4.03 that has not been cured at or prior to Closing, and no aspect of such Title Defect is reasonably in dispute, subject to Section 4.04(b) and Section 4.04(c), Seller shall convey the Asset affected by such Title Defect to Buyer at Closing, and the Purchase Price shall, subject to the provisions of Section 4.13, be decreased at Closing by the agreed-upon Title Defect Value. For any Title Defect covered by a notice delivered pursuant to Section 4.03 that has not been cured at or prior to Closing, subject to Section 4.04(b) and Section 4.04(c), with respect to each any Title Defect that Seller does for which the Parties have not cure on yet agreed in writing as to the validity of the Title Defect, the Title Defect Value, or before the manner of cure, then (i) the Asset affected by such Title Defect shall be excluded from the Assets conveyed to Buyer at Closing, except as otherwise provided in this Section 3.05, (ii) the Purchase Price shall be reduced decreased at Closing by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of such affected Asset, and Seller or(iii) from and after Closing and through January 16, if Buyer agrees2018, Seller shall indemnify Buyer pursuant have the option, but not the obligation, to Section 14.04 against all costs which Buyer may incur in connection with cure such Title Defect. If any outstanding Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyat Seller’s sole cost and expense. (b) Except for those affected Assets which Seller elects If, at the expiration of January 16, 2018 (or a later date if mutually-agreed to exclude from this transaction pursuant to Section 3.04(b)(iiby the Parties), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect Defect, the appropriate cure of the same, or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of any such Title Defect and/or such Title Defect Value dispute determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement4.12(a). (c) Notwithstanding anything Once a Title Defect is cured within the time specified in Section 4.03, by Seller at its sole cost and expense to Buyer’s reasonable satisfaction, or the contrary existence or value of the Title Defect is determined with finality either by written agreement between Buyer and Seller or in this Agreementaccordance with Section 4.12(a), Buyer shall promptly pay (i) if in the value case of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to that is cured, the amount the Purchase Price shall be made for such was decreased at Closing as a result of this previously uncured Title Defect (or Title Benefit), (ii) in the case of an Asset affected by an unresolved Title Defect and for which the validity of the Title Defect and/or the Title Defect Value is determined with finality whether by agreement or in accordance with Section 4.12(a), the difference, if any, between the aggregate adjustment to amount the Purchase Price determined in accordance with this Agreement for was decreased at Closing as a consequence of such asserted and unresolved Title Defects Defect and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessTitle Defect determined with finality.

Remedies for Title Defects. (a) With Sellers and Purchaser shall attempt to agree on a resolution with respect to each any Title Defect that Seller does prior to Closing. Sellers may, at their collective option, attempt to cure such Title Defect at any time prior to Closing. If such Title Defect has not cure on been cured at or before prior to Closing (or the Parties cannot agree upon whether or to what extent the Title Defect has been so cured), the applicable Asset shall be conveyed at Closing, except as otherwise provided in this Section 3.05subject to all uncured Title Defects, and the Purchase Price shall be reduced by an amount equal to Purchaser’s estimate of the Title Defect Value agreed upon in writing attributable to each applicable Title Defect, subject, however, to Section 5.5(d), and Sellers shall have the right to elect to have the unresolved matter resolved by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer an independent expert pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. 5.10. (b) If any Title Defect is in the nature of (i) an unobtained consent to assignment which causes the assignment to be null or other void, or (ii) a restriction on assignability, in each case, subject to Section 9.2(d), the provisions of Section 3.08 affected Asset shall applybe excluded from the assignment at Closing and the Purchase Price shall be reduced by the Allocated Value attributable to such Asset. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or or such Title Defect Value determined by an Independent Expert independent expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement5.10. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 20,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (exceeding $20,000) less Title Benefits (exceeding $20,000) plus Casualty Loss and plus Environmental Defects Defect Amounts (as hereinafter definedexceeding $20,000) does not exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (exceeding $20,000) less Title Benefits (exceeding $20,000) plus Casualty Loss and plus Environmental Defects Defect Amounts (exceeding $20,000) does exceed three percent two per cent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. (e) Sellers hereby agree to warrant and defend title to the Assets (and provide such warranty in the conveyance of the Assets provided to Purchaser at Closing) unto Purchaser, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Sellers, but not otherwise; subject, however, to the Permitted Encumbrances and the other matters set forth herein. Each Seller hereby assigns to Purchaser all rights, claims, and causes of action on title covenants and warranties given or made by such Seller’s predecessors (other than Affiliates of such Seller), and Purchaser is specifically subrogated to all rights which such Seller may have against its predecessors (other than Affiliates of such Seller), to the extent that such Seller may legally transfer such rights and grant such subrogation. Claims by Purchaser under the special warranty of title shall not be subject to the thresholds or deductibles set forth in Section 5.5(d) and shall not be deemed to constitute Assumed Obligations.

Remedies for Title Defects. Seller shall have the option, but not the obligation, to attempt to cure any Title Defect. In the event that any Title Defect is not cured on or before Closing, Seller may, at its sole election: (a) With respect to each indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect (in an amount not to exceed the Allocated Value the Asset that is subject to such Title Defect) pursuant to the form of Title Indemnity Agreement set forth in Exhibit G hereto, in which event the Parties shall proceed to Closing and the Assets that are subject to such Title Defect shall be conveyed by Seller to Buyer subject to such Title Defect, with no payment or settlement at the Closing as a result of such Title Defect and no reduction or adjustment to the Purchase Price; (b) credit Buyer pursuant to Section 8.02(b)(ii), and subject to Section 4.06, with the cost to cure such Title Defect agreed upon by Seller and Buyer (which agreement Buyer and Seller shall use good faith efforts to reach) or the such other amount agreed upon by Seller and Buyer (which agreement Buyer and Seller shall use good faith efforts to reach) as being the amount of the proportionate reduction in the value of such Assets resulting from such Title Defect (provided that (i) in the event that such Title Defect is the result of a discovery by Buyer that Seller does not cure owned, as of the Effective Time, a Net Revenue Interest in a Subject Well that is less than the Net Revenue Interest for such Subject Well set forth on Exhibit A or before Exhibit F hereto, as applicable, then Buyer and Seller agree that the Closing, except as otherwise provided in this Section 3.05, proportion of reduction to the Purchase Price shall be reduced equal to the product of the Allocated Value for such Subject Well and the percentage reduction in such Net Revenue Interest as a result of such Title Defect, and (ii) in the event that such Title Defect is the result of a discovery by Buyer that Seller owned, as of the Effective Time, fewer working interest net acres of the Undeveloped Acreage than the working interest net acres reflected therefor in Exhibit A Part 1 “Gross/Net Acres Re-Cap”, then Buyer and Seller agree that the proportion of reduction to the Purchase Price shall be equal to the product of the Allocated Value for such Undeveloped Acreage, as applicable, and the percentage reduction in such working interest net acres as a result of such Title Defect), in which event the Parties shall proceed to the Closing and the Assets that are subject to such Title Defect shall be conveyed by Seller to Buyer subject to such Title Defect and Buyer shall pay to Seller the Purchase Price as so adjusted; or (c) retain the Assets subject to such Title Defect and reduce the Purchase Price by an amount equal to the Allocated Value (or portion thereof allocable thereto) of such Assets, in which event the Parties shall proceed to the Closing and the Assets that are subject to such Title Defect Value shall be retained by Seller and Buyer shall pay to Seller the Purchase Price as so adjusted. If Seller has elected pursuant to clause (b) above to reduce the Purchase Price by an agreed upon in writing by amount with respect to such Title Defect, but Buyer and Seller orhave failed to agree on such Title Defect Amount by the then scheduled Closing Date, then Seller shall elect to proceed with respect to such Title Defect under clause (a) or (c) above. In addition to the foregoing remedies, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against the sum of all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in Amounts, net of all Title Benefit Amounts, exceeds 10% of the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoPurchase Price, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in terminate this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. Subject to the Parties’ continuing right to dispute the existence of a Title Defect, any Title Defect Amount, and/or the effect of Seller’s curative efforts with respect to any Title Defect pursuant to Section 3.21 and subject to the rights of each Party pursuant to Section 10.1(d), in the event that any Title Defect timely asserted by Buyer in accordance with Section 3.6 is not waived by Buyer or is not cured on or before Closing, Seller shall, at its sole discretion, without duplication, elect to: (a) With respect proceed to each Closing on the entirety of the Title Defect Property that is subject to such Title Defect, and seek to cure such Title Defect in accordance with the Post-Closing Defect process set forth under Section 3.8; (b) proceed to Closing on the entirety of the Title Defect Property that is subject to such Title Defect and, subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, reduce the Base Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 3.12 as being the value of such Title Defect; (c) if Buyer agrees in writing, indemnify Buyer against all Claims resulting from such Title Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller does not cure on or before and Buyer provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the ClosingAllocated Value for the Title Defect Property made the subject thereof; or (d) if Buyer agrees in writing, except as otherwise provided retain the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in this Section 3.05, which event the Base Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of all such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAsset(s). (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Sellers to dispute the existence of an asserted Title Defect that Seller does and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(g), if any Title Defect timely asserted by Buyer in accordance with Section 4.04 is not cure waived in writing by Buyer or cured on or before the Closing, except Sellers shall, at Sellers’ sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as otherwise provided determined in this accordance with Section 3.054.04(c) {1919007;4} - 18 - or Article XII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) under an indemnity agreement in the form attached hereto as Exhibit E; or (iii) retain the entirety of the Asset that is subject to the Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset and all associated Assets (which shall be deemed Excluded Assets, except as otherwise provided below in this Section 4.05(a)(iii)). Following Closing, Sellers will have one hundred eighty (180) calendar days to cure any such Title Defect (the “Cure Period”). Sellers are not obligated to cure any Title Defect during the Cure Period, but if a Title Defect is cured before the expiration of the Cure Period, then Sellers shall promptly convey the affected Asset and all associated Assets to Buyer effective as of the Effective Time, and Buyer shall contemporaneously with the receipt of such conveyance, pay Sellers the Allocated Value agreed of the affected Asset and all associated Assets, subject to Purchase Price Adjustments as set forth herein, and upon in writing by Buyer such conveyance and Seller or, if Buyer agrees, Seller payment such Asset and associated Assets shall indemnify Buyer pursuant no longer be deemed Excluded Assets. If Sellers are unable to Section 14.04 against all costs which Buyer may incur in connection with cure any such Title Defect. Defect before expiration of the Cure Period, then Sellers shall retain the affected retained Asset and all associated Assets, which will permanently be deemed Excluded Assets and Buyer will have no further obligation to purchase such retained Asset and associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Sellers have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Sellers have not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Sellers shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Sellers to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(c), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $50,000) does not exceed $50,000 50,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made or other remedies provided by Sellers for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined {1919007;4} - 19 - in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedafter taking into account clause (i))) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor or other remedies provided by Sellers on account of Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (after taking into account clause (i))) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such excess.the excess and no other adjustment of the Purchase Price shall be made or other remedies provided by Sellers on account of Title Defects

Remedies for Title Defects. (a) With Upon the receipt of a Title Defect Notice from Buyer delivered in accordance with Section 5.2, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. The cost of such cure or attempted cure of such Title Defect shall be borne by Seller. If Seller is unable or unwilling to cure the Title Defect before Closing, then Buyer and Seller will have the following rights and remedies with respect to each the uncured Title Defect(s): (A) Buyer may waive the uncured Title Defect that and proceed with Closing without adjustment to the Base Purchase Price. (B) If the aggregate Title Defect Values of uncured, unwaived Title Defects together with the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions are less than or equal to the Defect Deductible, Seller does not cure on or before and Buyer shall proceed with Closing as to all of the ClosingAssets without curative action by Seller with respect to such Title Defects and without adjustment to the Base Purchase Price. (C) If the aggregate Title Defect Values of uncured, except as otherwise provided in this Section 3.05unwaived Title Defects together with the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions exceeds the Defect Deductible, then the Base Purchase Price shall be reduced by an the amount equal to by which the aggregate Title Defect Value Values and Environmental Defect Values agreed upon in writing to by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defectthe Parties exceed the Defect Deductible. If any the Parties are unable to agree on whether a Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, exists or the Title Defect Value attributable thereto, is not determined before Closingthen (i) if the Title Defect Value of an Asset exceeds the Allocated Value for such Asset, Buyer or Seller may, at such Party’s election, exclude the affected Asset from this transaction and reduce the Base Purchase Price by the Allocated Value of the excluded Asset, without application of the Defect Deductible that might otherwise limit the reduction of the Base Purchase Price associated with a Title Defect; or (ii) either party may refer the dispute to an Independent Expert, as defined hereinafter, for determination, in which case the affected Asset shall be excluded from included in the sale Assets delivered at Closing, and, in the event the Title Defect Value(s), as determined by the Independent Expert, when aggregated with all other Title Defect Values and Environmental Defect Values, exceeds the Defect Deductible, the Base Purchase Price shall be reduced by adjusted with respect thereto in the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementPost-Closing Adjustment Statement. (cD) Notwithstanding anything to the contrary The remedies set forth in this AgreementSection 5.3 are Buyer’s exclusive remedies for all Title Defects, (i) if the value of a given individual and Seller shall have no other liability to Buyer with respect to Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefects.

Remedies for Title Defects. (ai) With respect Unocal may elect to each cure any or all Title Defect that Seller does Defects; provided, however, if Unocal elects to cure a Title Defect, but has not cure on or before been able to do so by the Closing Date, the Parties shall proceed with the Closing, except with the Claim Value or Defect Value, as otherwise provided applicable, being an adjustment to the Purchase Price. Unocal shall retain the right to cure any such Title Defect for a period of time not to exceed one year after the Closing Date. Within thirty (30) days of Buyer's receipt of curative documents which eliminate the Title Defect, Buyer shall tender to Unocal the applicable Claim Value or Defect Value withheld at Closing. Unocal's option to cure Sections 3.2 (i) or (ii) Title Defects shall include the option to partially cure any such Title Defect or Title Defects so as to reduce the Claim Value of the Title Defect or Title Defects to an amount Unocal shall in this Section 3.05its sole discretion determine. (ii) If the Claim Value or Defect Value of a Title Defect is equal to twenty-five percent (25%) or more of the Allocated Value of a property described in Exhibit "A", Unocal may in its sole discretion elect to retain the affected property and delete it from the Assets. In such instance, the Purchase Price shall be reduced by adjusted in an amount equal to the Title Defect Claim Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. of the deleted property(ies). (iii) If any a Title Defect is a Section 3.2 (i), (ii), or (iii) Title Defect which increases or decreases Unocal's interest in the nature of an unobtained consent to assignment or other restriction on assignabilityAssets, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have and Unocal does not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have cure the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced adjusted up or down by the Allocated Claim Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementDefect. (civ) Notwithstanding anything If Unocal contests the existence of a Title Defect or Buyer's good faith estimate of the Claim Value or Defect Value of the Title Defect, the Parties shall meet and use their best efforts to agree on the contrary in this Agreement, (i) if validity and/or value of the Title Defect. If the Parties cannot agree on the validity and/or value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Defect, and neither Party elects to waive its claim, the Purchase Price dispute shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment submitted to the Purchase Price determined arbitration in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined arbitration procedures set forth in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessExhibit "D".

Remedies for Title Defects. Sellers shall have until Closing (after receipt of Buyer’s notification as to a specific Title Defect) in which to provide Buyer written evidence that the subject Title Defect has been either cured or removed. Should Sellers fail or be unable to provide evidence of Title Defect curative or removal to Buyer’s reasonable satisfaction prior to Closing, then the Parties shall proceed as follows: (a) With respect Sellers shall have the option to each attempt to cure the Title Defect that Seller does not cure on or before September 25, 2014 (the “Post-Closing Cure Deadline”), which option shall be communicated to Buyer no later than two (2) days prior to Closing; in which event Buyer shall have the option either (i) to accept assignment of the Property affected by a Title Defect at Closing, except as otherwise provided in this Section 3.05, which case the Purchase Price shall be reduced adjusted downward at Closing by the Title Defect Value asserted by Buyer, or (ii) to exclude such Property (“Excluded Title Defect Property”) from Closing and adjust the Purchase Price downward by an amount equal to the Allocated Value of the Excluded Title Defect Property. (b) If Sellers cure a Title Defect to Buyer’s reasonable satisfaction prior to the Post-Closing Cure Deadline, then (i) as to an affected Property assigned by Sellers to Buyer at Closing, Buyer shall pay Sellers an amount equal to the Title Defect Value agreed upon for the affected Property which was deducted from the Purchase Price paid at Closing, and (ii) as to an Excluded Title Defect Property, Sellers shall assign the Excluded Title Defect Property to Buyer (by an instrument substantially in writing the form of Exhibit “B”), and Buyer shall pay Sellers an amount equal to the Allocated Value of such Excluded Title Defect Property. (c) If Sellers fail to cure a Title Defect with respect to an Excluded Title Defect Property to Buyer’s reasonable satisfaction by Buyer the Post-Closing Cure Deadline, then such Excluded Title Defect Property shall become an Excluded Property. (d) In the event of a dispute between the Parties concerning (i) the existence and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such scope of a Title Defect. If , (ii) any Title Defect is Value, or (iii) the adequacy of Sellers’ Title Defect curative materials or Buyer’s reasonable satisfaction therewith (a “Title Disputed Matter”), the Parties agree to attempt to initially resolve such Title Disputed Matter through good faith negotiations. If the Parties fail to do so, such Title Disputed Matter shall be finally determined by mediation or arbitration pursuant to Article 11 of this Agreement. If the reduction in the nature Purchase Price from an aggregate total of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. all Title Defect adjustments does not exceed One Hundred Thousand Dollars (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii$100,000), then there shall be no adjustment to the Purchase Price; provided, however, (i) such limitation shall not apply to any Title Defects created by, through, or under any Seller, and (ii) if on or before Closing the Parties have not agreed upon the validity aggregate total of any asserted all Title Defect or have not agreed on the Title Defect Value attributable theretoadjustments exceeds One Hundred Thousand Dollars ($100,000), either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and then the Purchase Price shall be reduced by the Allocated Value total amount of such affected Asset as set forth on Exhibit C. Upon resolution Title Defect adjustments. Notwithstanding the foregoing, if the aggregate amount of such dispute, the Allocated Value of that Asset less the Title Defect ValueValues, if anyexcluding any Title Defects cured by Sellers prior to Closing, found but including any Properties excluded under Section 4.6(c), exceeds fifteen percent (15%) of the unadjusted Purchase Price (excluding failure to be attributable sell or Close by [WIO1] and/or [WIO2] per Section 3.1(a)), either Buyer or Sellers may terminate this Agreement upon written notice to such the other Party delivered no later than 5:00 p.m., Central Time, on the day before the scheduled Closing Date; provided, however, that Buyer, at its sole discretion may elect to waive all or any portion of any Title Defect shallto reduce the aggregate amount of the Title Defect Values below such percentage, subject in which event this Agreement shall remain in full force and effect. If a Party has elected to this Section 3.05, be paid by Buyer to Seller exercise its right of termination and the Asset conveyed other Party does not agree that the right of termination has been triggered, the non-terminating Party shall notify the other Party on or before 5:00 p.m., Central Time, on the day after said notice is received. Thereafter, the matter shall be treated as a Title Disputed Matter and, unless the Parties are able to Buyerresolve such dispute within three (3) days, if that is part shall be determined by mediation or binding arbitration pursuant to Article 11. In the event of an objection over whether the mutually agreed settlement. right to terminate has been triggered, the Closing shall be extended until three (c3) Notwithstanding anything to the contrary in this Agreement, business days after either (i) if the value dispute is resolved by the Parties as provided in this Section 4.6, (ii) the dispute has been resolved through mediation to the satisfaction of the Parties pursuant to Article 11, or (iii) the Parties receive a final decision from the arbitrator, whichever is applicable. If Buyer notifies Sellers of a given individual Title Defect (or individual Title Benefit (as defined provided for in Section 3.09(a)) does not exceed $50,000 then no 4.5 which Buyer desires to have cured and for which an adjustment to the Purchase Price shall be has been made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with the terms of this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price Agreement, Sellers agree to cooperate with Buyer prior to or after the Closing in endeavoring to cure any adjustments theretosuch defects (but Sellers shall have no obligation to pay money or to undertake any legal obligation in this regard). Buyer agrees to bear the cost of examining the title data furnished by Sellers as curative hereunder, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments theretoany, then the Purchase Price shall only be adjusted or obtained by the amount of such excessBuyer.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect and/or the asserted Title Defect Value and subject to the rights of the Parties under Section 15.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.03(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to Section 4.04(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.03(c) or Article XX (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 18.02); (ii) indemnify Buyer against all Claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit G; provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.04(a)(ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest and/or Working Interest of a well, unit, well location or before Lease (as compared to the ClosingNet Revenue Interest and/or Working Interest set forth in Exhibit B with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.04(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.04(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant in accordance with Article XX. In that event, subject to Section 16.03; provided that if the validity of any asserted Title Defect8.02, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.04(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.04(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $50,000) does not exceed $50,000 50,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (after taking into account clause (i)) and Environmental Defects (as hereinafter defined) provided in Article V does not exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects and Environmental Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (after taking into account clause (i)) and Environmental Defects does exceed three two and one-half percent (32.5%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess. (e) Notwithstanding the provisions of Section 4.04(d) and the other provisions of this Agreement, in the event Buyer asserts a Title Defect as a result of Seller’s Net Revenue Interest in any well, unit, well location or Lease being less than that stated in Exhibit B and Seller owns, as of the Effective Time, a fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in such well, unit, well location or Lease, then (i) the Assets shall be deemed to include such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest; (ii) such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest shall be conveyed by Seller to Buyer at the Closing; (iii) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest eliminates such Net Revenue Interest deficiency, the deficiency shall not constitute a Title Defect; and (iv) to the extent the inclusion of such fee mineral, royalty or other similar non-leasehold oil, gas or other mineral interest in the Assets results in Seller’s Net Revenue Interest being greater than that stated in Exhibit B, the excess shall constitute a Title Benefit.

Remedies for Title Defects. (a) With respect Subject to each the continuing right of Seller to dispute the existence of an asserted Title Defect or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(c) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement mutually agreeable to Buyer and Seller (the “Title Indemnity Agreement”); provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 4.05(a)(ii) for any Title Defect that Seller does not cure on is a discrepancy in the Net Revenue Interest or before Working Interest of a well, unit, well location or Lease (as compared to the ClosingNet Revenue Interest or Working Interest set forth in Exhibit A-3 with respect to such Asset); or (iii) retain the entirety of the Asset that is subject to the Title Defect, except as otherwise provided together with all associated Assets, in this Section 3.05, which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer of the Asset and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. the associated Assets. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.08 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing the Parties Buyer and Seller have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect and Seller has not elected to indemnify Buyer with respect to the Title Defect under Section 4.05(a)(ii) or to retain the Assets associated with the Title Defect under Section 4.05(a)(iii), either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XVIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject to this Section 3.054.05(d), be paid refunded by Seller to Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementsuch resolution. (cd) Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.05(e), (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit, except for an Asset on which there is a Title Defect exceeding $50,000) does not exceed $50,000 50,000, then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for the sum of all Title Defects and Environmental Defects (as hereinafter definedafter taking into account clause (i) and the limitation in clause (i) of Section 5.04(c)) does not exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for the sum of all Title Defects and Environmental Defects (after taking into account clause (i) and the limitation in clause (i) of Section 5.04(c)) does exceed three percent (3%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess.

Remedies for Title Defects. (a) With respect Subject to each Seller’s Representatives’ right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto prior to the Closing Date and subject to the rights of the Parties pursuant to Section 7.1(f), in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 13.2(a) is not cure waived in writing by Buyer or cured on or before the Closing, except then, subject to the Individual Title Threshold and the Title Defect Deductible: HN\1533753.22 (i) Buyer may reduce the Participating Purchase Price by the Title Defect Amount (as otherwise provided determined pursuant to Section 13.2(g) or Section 13.2(k)); or (ii) solely in this Section 3.05instances in which the Title Defect Amount exceeds 50% of the Allocated Value of the applicable Title Defect Property, Buyer or the Seller’s Representatives may cause the applicable Sellers to retain their respective interests in the entirety of such Title Defect Property and all associated Assets, in which event the Participating Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property, and such Title Defect Value determined Property and associated Assets will constitute “Excluded Assets” for all purposes of this Agreement; (iii) in the event either remedy set forth above is implemented, then the Sellers acknowledge and agree that, only for purposes of allocation and distribution by an Independent Expert the Seller’s Representatives of the Participating Purchase Price (as adjusted pursuant to Section 16.03; provided that if this Agreement) among the validity Sellers, any reduction of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Participating Purchase Price shall be reduced by applied in the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such disputefollowing manner: (A) first (1) if only one Seller’s interest resulted in the Title Defect, against the Allocated Value of that Asset less individual Seller’s interest in the Title Defect ValueProperty, or (2) if anymore than one Seller’s interest resulted in the Title Defect, found against such Sellers’ interests in the Title Defect Property on a pro rata basis based on each such Seller’s respective Allocated Value in the Title Defect Property; (B) second, to be attributable the extent the reduction of the Participating Purchase Price (as adjusted pursuant to this Agreement) is not satisfied by the preceding clause (A) above, against such Seller’s (or Sellers’, as applicable) interest(s) in all other Assets, Tracts, or Hypothetical DSUs, including any Title Benefits that are applicable to such Seller(s) in any other Assets, Tracts, or Hypothetical DSUs; and (C) third, to the extent the reduction of the Participating Purchase Price (as adjusted pursuant to this Agreement) is not satisfied by the preceding clauses (A) and (B) above, against the other Sellers’ interests in the Title Defect shallProperty, subject to this Section 3.05, be paid by Buyer to Seller and on a pro rata basis based on each such Seller’s respective Allocated Value in the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessProperty.

Remedies for Title Defects. Subject to the limitations set forth in Section 4.05: (a) With respect to each Title Defect asserted prior to the Claim Date against a Seller, such Seller shall take one of the following actions within ten (10) days after the Claim Date unless such Seller and Buyer otherwise agree: (i) agree that such Title Defect is valid, in which event the Seller does not cure on or before Representative and Buyer shall jointly instruct the Closing, except as otherwise provided in this Section 3.05, Escrow Agent to disburse from the Purchase Price shall be reduced by an amount equal Title/Environmental Escrow to Buyer the portion of the Title Defect Value agreed upon in writing by Buyer Amount thereof attributable to the Initial Assets (and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect the Option is in the nature of an unobtained consent to assignment or other restriction on assignabilityexercised, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Option Purchase Price shall be reduced by the Allocated Value Title Defect Amount thereof attributable to the Option Assets), (ii) submit any disputes with respect thereto to arbitration pursuant to Section 4.06(c) or (iii) elect to attempt to cure such Title Defect to Buyer’s reasonable satisfaction, on or before 6:00 p.m. Midland, Texas time on the date that is one hundred and eighty (180) days after the Claim Date (the “Cure End Date”). In the event any Seller elects to proceed under subsection (ii) or (iii) of the foregoing sentence, the portion of the Title Defect Amount thereof attributable to the Initial Assets shall remain in the Title/Environmental Escrow until the resolution of the arbitration, the satisfactory cure of such affected Title Defect or the Cure End Date, as applicable. On the date that is ten (10) days following the Claim Date, Buyer and the Seller Representative shall jointly instruct the Escrow Agent to disburse to Sellers the balance of the Title/Environmental Escrow other than the amounts that are to remain in the Title/Environmental Escrow for Title Defects or Environmental Defects which have been submitted to arbitration or which any Seller has elected to cure. Each Seller shall use commercially reasonable efforts to cure any Title Defects for which it elects to cure. Buyer agrees to reasonably cooperate with any attempt by a Seller to cure any Title Defect. If one or more Sellers elect to cure any such Title Defect and are able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Title Defect Amount for such Title Defect from the Title/Environmental Escrow to such Sellers to the extent attributable to the Initial Assets. If one or more Sellers elect to cure any such Title Defect and are not able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Title Defect Amount for such Title Defect from the Title/Environmental Escrow to Buyer to the extent attributable to the Initial Assets. If Buyer and one or more Sellers dispute whether Sellers have cured any Title Defect to Buyer’s reasonable satisfaction, such dispute shall be submitted to arbitration under Section 4.06(c). In the event the aggregate amount of Title Defects and Environmental Defects affecting the Initial Assets asserted prior to the Claim Date exceeds the Title/Environmental Escrow, the Option Purchase Price shall be reduced by the amount by which the Title/Environmental Escrow is exceeded, or if the Option is not exercised, the Initial Purchase Price shall be reduced by such amount in calculating the Adjusted Initial Purchase Price, pursuant to Section 10.01(a). (b) With respect to each Title Defect asserted against a Seller following delivery of the Notice of Intent to Exercise and prior to the Option Claim Date and subject to Section 4.06(b), such Seller shall take one of the following actions within five (5) days after the Option Claim Date unless such Seller and Buyer otherwise agree: (i) agree that such Title Defect is valid and reduce the Option Purchase Price in the amount of the Title Defect Amount thereof, or (ii) elect to attempt to cure such Title Defect to Buyer’s reasonable satisfaction, on or before the Option Closing Date. If such Seller is able to cure such Title Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, there shall be no reduction to the Option Purchase Price at the Option Closing. If such Seller is not able to cure such Title Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, such Seller shall elect, on or before the Option Closing Date either to (i) submit any disputes with respect thereto to arbitration pursuant to Section 4.06(c) or (ii) elect to attempt to cure such Title Defect to Buyer’s reasonable satisfaction, on or before the Cure End Date. In the event any Seller elects to proceed under subsection (i) or (ii) of the foregoing sentence, then at the Option Closing, Buyer shall deposit the Title Defect Amount thereof attributable to the corresponding Option Asset as set forth on Exhibit C. into the Title/Environmental Escrow pending such resolution of such Title Defect and the Option Purchase Price paid upon the Option Closing shall be reduced by the amount of such deposit. Upon resolution of such disputeTitle Defect pursuant to this Agreement, the Allocated Value of that Asset less Seller Representative and Buyer shall instruct the Title Defect Value, if any, found Escrow Agent to be attributable to pay the amount so deposited into the Title/Environmental Escrow consistent with such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementresolution. (c) Notwithstanding anything In the event that a Title Defect with respect to an Initial Asset has not been resolved pursuant to this Agreement prior to the contrary in this AgreementOption Closing, (i) if then at the value of a given individual Option Closing, Buyer shall deposit the Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Amount thereof attributable to the Purchase Price shall be made for corresponding Option Asset into the Title/Environmental Escrow pending such resolution of such Title Defect (or Title Benefit), (ii) if and the aggregate adjustment to the Option Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of paid upon the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price Option Closing shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted reduced by the amount of such excessdeposit. Upon resolution of such Title Defect pursuant to this Agreement, the Seller Representative and Buyer shall instruct the Escrow Agent to pay the amount so deposited into the Title/Environmental Escrow consistent with such resolution.

Remedies for Title Defects. (a) With respect Subject to each SM Energy’s continuing right to dispute the existence of a Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Buyer in accordance with Section ‎6.2(a) is not waived in writing by Buyer and Seller oror cured on or before Closing, if SM Energy shall, at its sole option, elect to: (i) reduce the Purchase Price by the Title Defect Amount; (ii) notify Buyer agreesthat SM Energy elects, Seller shall indemnify Buyer pursuant for a period of one hundred ten (110) days following the Closing Date (such period, the “Cure Period”), to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If cure any Title Defect is in the nature of an unobtained consent relating to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Property in which event the applicable Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if Property and all associated Assets shall remain in the validity of any asserted Title Defect, or Company at the Title Defect Value attributable thereto, is not determined before Closing, and (A) without application of the affected Asset shall be excluded from the sale and Aggregate Deductible the Purchase Price paid to SM Energy at Closing shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, amount asserted by Buyer in the Allocated Value of that Asset less the applicable Title Defect Value, if any, found to be Notice attributable to such Title Defect shallDefect, subject and (B) Buyer shall deliver to this the Escrow Agent at Closing the amount set forth in Section 3.05‎6.2(c)(ii)(A) above. If, be paid by Buyer to Seller and (A) at the Asset conveyed to Buyer, if that is part expiration of the mutually agreed settlement.Cure Period SM Energy has failed to cure all or any portion of a Title Defect then the amounts deposited in the Escrow Account with respect to such failed cure (or portion thereof) shall be released to Buyer and within five (5) Business Days after the expiration of the Cure Period the Parties shall jointly instruct the Escrow Agent to release such amounts to Buyer or (B) SM Energy has cured all or any portion of a Title Defect then the amounts deposited in the Escrow Account with respect to such cure, or partial cure, as applicable shall be released to SM Energy and within five (5) Business Days after the expiration of the Cure Period the Parties shall jointly instruct the Escrow Agent to release such amounts to SM Energy; or (ciii) Notwithstanding anything solely to the contrary extent Buyer agrees in this Agreementwriting, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for indemnify Buyer against all Liability resulting from such Title Defect (or Title Benefit), (ii) if the aggregate adjustment with respect to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior Assets pursuant to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment an indemnity agreement mutually agreeable to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessParties.

Remedies for Title Defects. Subject to Sections 6.7 and 6.8, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. (b) With respect to each any alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05and the Title Defect Value for such Asset exceeds the Allocated Value for such Asset, each Party shall have the option, but not the obligation, to exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Title Defect that is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction pursuant to Section 6.5(b), an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller oracting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to the Escrow Agent for deposit in the Escrow Account and Seller shall, if Buyer agreessuch subject to the further provisions hereof, Seller shall indemnify Buyer pursuant have up to Section 14.04 against all costs which Buyer may incur in connection with ninety (90) days following the Closing Date to attempt to cure such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability; provided, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii)that, if on or before Closing the Parties parties have not agreed upon the validity of an alleged Title Defect, or the Title Defect Value attributable thereto, the amount so deposited in the Escrow Account for such alleged Title Defect shall be that reasonably determined by Buyer acting in good faith. If Seller reasonably cures the Title Defect within such ninety-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, together with any earnings on such amount. If Seller does not reasonably cure the Title Defect within the allotted period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, as finally determined, together with any earnings on such amount, and the Purchase Price hereunder will be deemed to be reduced by the amount of the Title Defect Value. (d) If Buyer and Seller have not agreed (i) on or before Closing upon the validity of an asserted Title Defect Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either Party party shall have the right to elect by written notice, delivered before or after Closing, to have the validity of such Title Defect and/or Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03; provided that if 8. In no event shall any disbursement from the validity of any asserted Title Defect, Escrow Account be made to Seller or the Buyer with respect to a Title Defect Value attributable theretothat is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof, is not determined before Closingwhich shall include, without limitation, an award of the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be escrowed funds attributable to such Title Defect. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect shall, subject exists to cure such Title Defect. (e) Any Title Defect cured by Seller or for which Buyer receives a Purchase Price adjustment or payment pursuant to this Section 3.056.5, be paid by Buyer to Seller shall constitute a Permitted Encumbrance hereunder and under the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAssignment. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect Subject to each Forest’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that Seller does any Title Defect timely asserted by STC Eagleville in accordance with Section 3.2(a) is not cure waived in writing by STC Eagleville or reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05expiration of the applicable Cure Period, the Purchase Price following shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.occur: (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value Working Interest Parties so mutually agree, within 10 days of a given individual the end of the applicable Cure Period with respect to any particular Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Defect, Forest shall indemnify, defend and hold harmless STC Eagleville with respect to the Purchase Price shall be made for such Title Defect (or Title Benefit), by an indemnity in form and substance reasonably satisfactory to the Working Interest Parties; or (ii) if the aggregate adjustment Working Interest Parties do not mutually agree to provide STC Eagleville the Purchase Price indemnity, as set forth in Section 3.2(c)(i), within 10 days of the end of the applicable Cure Period with respect to any particular Title Defect, then, subject to Section 3.2(e): (A) if the Drilling Carry Termination Date has not occurred, reduce in accordance with the terms of Section 8.4 the Stage 1 Carry Amount by 100% of the amount determined in accordance with this Agreement for Section 3.2(d) as being the value of such Title Defects and Environmental Defects Defect (as hereinafter defined) does not exceed three percent the “Title Defect Amount”); or (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iiiB) if the aggregate Drilling Carry Termination Date has occurred, reduce the amount to be paid by STC Eagleville in the immediately following Advance Payment Requests under Article IX by 100% of the Title Defect Amount, and such amount shall be paid by Forest on behalf of STC Eagleville; provided that there shall be no adjustment to the Purchase Price determined Stage 1 Carry Amount or any Advance Payment Request nor other remedies available under this Section 3.2(c) for any Title Defect Amount unless the aggregate amount of all such Title Defect Amounts (excluding any Title Defect Amounts with respect to Title Defects cured by Forest) exceeds nine hundred thousand and 00/100 Dollars ($900,000.00) (the “Title Defect Deductible”), after which point, subject to the Aggregate Title Defect Cap, STC Eagleville shall be entitled to remedies elected by it in accordance with this Agreement for Section 3.2(c) to the extent that such Title Defects and Environmental Defects does Defect Amounts exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessTitle Defect Deductible.

Remedies for Title Defects. (a) With respect Subject to each Sellers’ right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, so long as such right is exercised in writing and notice thereof is delivered to Buyer at least 3 days prior to Closing, and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that Seller does any Title Defect properly asserted by Buyer in accordance with Section 6.2(a) is not cure waived in writing by Buyer or cured on or before the Closing, except Sellers shall, at their sole option, elect to: (i) transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyer at Closing, and reduce the Purchase Price by the Title Defect Amount; (ii) as otherwise provided to a Title Defect Property that Sellers have a reasonable good faith belief that they can cure the Title Defect, transfer, convey and assign the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, to Buyer at Closing, in this Section 3.05which event Sellers shall have the right, for a period of 80 days following the Closing Date (such period, the “Cure Period”), to cure any Title Defect relating to such retained Title Defect Property, and should Sellers cure such Title Defect during the Cure Period, then the Purchase Price shall not be adjusted. If Sellers are unable to cure any such Title Defect during the Cure Period, then upon expiration of the Cure Period, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer Amount; or (iii) transfer, convey and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant assign the entirety of the Title Defect Property that is subject to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent , together with all associated Assets, to assignment or other restriction on assignabilityBuyer at Closing, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude and indemnify Buyer against all Liability resulting from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert with respect to the Assets pursuant to Section 16.03; provided an indemnity agreement mutually agreeable to the Parties. In the event that if parties cannot reach a mutually agreeable indemnity agreement with respect to the validity of any asserted Title Defect, or Assets prior to the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to then Sellers may not elect this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c6.2(c)(iii) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement their remedy for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefects.

Remedies for Title Defects. (a) Seller shall use commercially reasonable efforts to cure Title Defects at its expense prior to the Title Defect Settlement Date, provided that Seller shall have no obligation to make any payments in connection with such efforts. (b) With respect to each Title Defect that Seller does is asserted prior to the end of the Examination Period that is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orSeller. If the Title Defect Value equals or exceeds the Allocated Value of the affected Asset(s) then the affected Asset(s) shall not be conveyed to Buyer hereunder, if in which event the Purchase Price shall be reduced only by the Allocated Value of the affected Asset(s). If the Title Defect affects a specific portion of or interest in the affected Asset then that portion of or interest in the affected Asset shall be excluded from the conveyance hereunder. (c) With respect to each Title Defect that is asserted after Closing but prior to the end of the Post Closing Examination Period that is not cured on or before the Title Defect Settlement Date, except as otherwise provided in this Section 3.05, the Purchase Price shall be retroactively reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer agreesand Seller. If the uncured Title Defect Value asserted after Closing equals or exceeds the Allocated Value of the affected Asset(s) then the affected Asset(s) shall be reconveyed to Buyer hereunder, Seller in which event the Purchase Price shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur be reduced retroactively by the Allocated Value of the affected Asset(s) and such reduction shall be reflected in connection with such Title Defect. the disposition of the Holdback Amount. (d) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (be) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before the Closing the Parties have not agreed upon the validity of any asserted Title Defect asserted prior to the end of the Examination Period or have not agreed on the Title Defect Value attributable thereto, either Party then, Seller shall have the right to elect to have remove the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of that property and, in the absence of such an election by Seller, the validity of such Title Defect and/or such Title Defect Value shall be determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the Purchase Price paid at Closing shall not be reduced by virtue of such disputed Title Defect or Title Defect Value and the affected Asset shall be excluded from included in the sale conveyance to Buyer at Closing, and upon the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon final resolution of such dispute, the Allocated Value of that Asset less dispute the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section, be promptly refunded by Seller to Buyer and any appropriate reconveyance by Buyer to Seller shall be executed. (f) If Closing occurs and Buyer asserts a Title Defect prior to the end of the Post Closing Examination Period, and the Parties have not agreed upon the validity of any Title Defect asserted prior to the Title Defect Settlement Date or have not agreed on the Title Defect Value attributable thereto, then, Seller shall have the right, to be exercised within ten (10) days of such date to remove the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of that property and, in the absence of such an election by Seller, the validity of such Title Defect and/or such Title Defect Value shall be determined by an Independent Expert pursuant to Section 16.03. Upon such election by Seller, the Allocated Value of such affected Asset shall, subject to this Section 3.05, be paid promptly refunded by Seller to Buyer and Buyer shall reconvey the affected Asset to Seller and on or before the Asset conveyed to Buyer, if that is part Title Defect Settlement Date. Any such reconveyance shall be made with special warranty of the mutually agreed settlementtitle. (cg) Notwithstanding anything to the contrary in this Agreement, except with respect to Title Defects on non-proved acreage resulting from Seller owning fewer net acres covered by a particular Lease than set forth in Exhibit A or Exhibit A-1, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed Seventy Five Thousand Dollars ($50,000 75,000.00), then no adjustment to the Purchase Base Price shall be made for such Title Defect (or Title Benefit)Defect, (ii) if the aggregate adjustment to the Purchase Base Price determined in accordance with this Agreement for combined Title Defects (exceeding Seventy Five Thousand Dollars ($75,000.00)) and Environmental Defects (as hereinafter defined) exceeding Seventy-Five Thousand Dollars ($75,000.00)), does not exceed three one and one half percent (31 1/2%) of the Purchase Base Price (the “Aggregate Deductible”) prior to any adjustments thereto, then no adjustment of the Purchase Base Price shall be made therefor therefor, and (iii) if the aggregate adjustment to the Purchase Base Price determined in accordance with this Agreement for combined Title Defects (exceeding Seventy Five Thousand Dollars ($75,000.00)) and Environmental Defects (exceeding Seventy Five Thousand Dollars ($75,000.00)) and does exceed three percent (3%) of the Purchase Price Aggregate Deductible prior to any adjustments theretoadjustments, then the Purchase Base Price shall only be adjusted by the amount of such excess. The Seventy Five Thousand Dollar ($75,000.00) threshold for Title Defects and the Aggregate Deductible shall apply collectively to Title Defects whether or not asserted before or after Closing pursuant to the terms hereof. For avoidance of doubt, the above described threshold of Seventy-Five Thousand Dollars is measured by the Title Defect Value of the combined interests of all Sellers in a property subject to a Title Defect (and not Seller-by-Seller) unless that defect affects only the interest of a single Seller, and the Aggregate Deductible shall be deemed met when all Title Defects and Environmental Defects exceed 1 ½% of the Base Price, regardless of the respective ownership of the Sellers in the properties subject to Title Defects or Environmental Defects. There shall be only one Aggregate Deductible applicable to all Title Defects regardless of when asserted. Neither the above described Seventy Five Thousand Dollars ($75,000.00) individual Title Defect threshold nor the Aggregate Deductible shall apply to Title Defects which are asserted due to Seller having Defensible Title to fewer non-proved net acres covered by a Lease than set forth on Exhibit A or Exhibit A-1.

Remedies for Title Defects. (a) With respect Subject to each the rights of the parties pursuant to Section 13.1, and subject to Seller’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted by Buyer, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 10.2(a) is not cure waived in writing by Buyer or cured on or before the ClosingClosing Date to Buyer’s reasonable satisfaction, except as otherwise provided the parties shall mutually agree to elect one of the following remedies: (i) subject to the Individual Title Defect Threshold and the Title Defect Deductible, a reduction in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing Amount; or (ii) Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure at any time prior to 175 days after the Closing Date (the “Cure Period”), to the reasonable satisfaction of Buyer, any Title Defects of which it has been advised by Buyer. If Seller elects to cure any Title Defect pursuant to subsection (ii) of this Section 10.2(b), Buyer shall withhold from the Purchase Price the applicable Title Defect Amount. At Closing, (A) Seller shall remove from the Assignment any Asset or portions thereof subject to such Title Defect, as applicable, which Seller has elected to cure (the “Cure Assets”) and with respect to which Buyer has retained the Title Defect Amount and (B) if the applicable Title Defect is cured as provided herein or determined to have been cured as provided herein within the Cure Period, within ten (10) Business Days after the date that Seller or, if has notified Buyer agreesthat it has effected such cure, Seller shall indemnify convey the applicable Cure Asset to Buyer pursuant and Buyer shall pay to Section 14.04 against all costs which Buyer may incur in connection with such Seller the applicable Title DefectDefect Amount, on the same terms as the Assets conveyed at Closing. If any Title Defect is in the nature of an unobtained consent parties are unable to assignment agree on whether subsection (i) or other restriction on assignability(ii) above will apply, then the provisions of Section 3.08 parties shall apply. be deemed to have elected option (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(iii); provided, however, that if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity Amount is greater than 50% of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect ValueProperty, if anythen Seller, found in its sole discretion, may elect to be attributable to retain the entirety of such Title Defect shallProperty, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementtogether with all associated Assets. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) Upon the receipt of such effective notice from Buyer, Sellers and Buyer shall for a period of five (5) Business Days after the Title Defect Notice attempt to mutually agree on a resolution including, but if no such resolution is reached, Sellers may, at their sole option (i) attempt to cure such Title Defect at any time prior to the Closing, or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the mutually agreed allocated value of such affected Asset. (b) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. Sellers. (c) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (bd) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if . If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall be reduced by the Allocated Value virtue of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, and upon the final resolution of such dispute, the Allocated Value of that Asset less dispute the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05Section, be paid by Buyer to Seller and Sellers. Notwithstanding the foregoing, the Sellers shall have unilateral right to exclude the affected Asset conveyed to Buyer, if that is part of from the mutually agreed settlementsale with a corresponding reduction in the Purchase Price. (ce) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.in

Remedies for Title Defects. (a) With respect to each Upon timely delivery of notice, either by Purchaser of a Title Defect or by Sellers of an increase in Sellers' interest, Purchaser and Sellers shall meet and use their best efforts to agree on the validity of the claim and the amount of any required adjustment to the Sales Price. If the Purchaser and Sellers cannot agree on the amount of such a Sales Price adjustment, said amount shall be determined in accordance with the following guidelines: 1) If the Title Defect is based upon Purchaser's notice that one or more of the Sellers owns a lesser interest or the notice is from Sellers to the effect that one or more of the Sellers owns a greater interest than that shown in section 2 then the portion of the Sales Price fairly allocated to such Seller does shall be reduced or increased (as the case may be) in the same proportion that the actual interest bears to the interest shown in section 2 for such Seller. 2) If the Title Defect is a lien, encumbrance or other charge upon a property which is liquidated in amount, then the adjustment shall be the sum necessary to be paid to the obligee to remove the Title Defect from the affected property. If the Title Defect represents an obligation or burden upon the affected property for which the economic detriment to one or more of the Sellers is not liquidated but can be estimated with reasonable certainty as agreed to by the parties, the adjustment shall be the sum necessary to compensate Purchaser at the Closing for the adverse economic effect which the Title Defect will have on the affected property. If there is a lien or encumbrance in the form of a judgment secured by a supersedeas bond or other security approved by the Court issuing such order, such lien or encumbrance shall not be considered a Title Defect under this Agreement. 3) Subject to paragraph 4 below, if the Title Defect cannot be accommodated pursuant to paragraph 1 or 2 above and the parties cannot otherwise agree on the amount of such an adjustment to the Sales Price or Sellers cannot cure on or before the Title Defect to the reasonable satisfaction of Purchaser prior to the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced portion affected by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller orshall, if Buyer agreesrequested by Purchaser, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale Interests conveyed to Purchaser at the Closing and the Purchase Sales Price shall be reduced by the Allocated Value amount fairly attributable to the excluded portion under section 2. 4) Purchaser may only adjust the Sales Price for Title Defects at the Closing if the cumulative amount of such affected Asset as set forth on Exhibit C. Upon resolution adjustments in its favor exceeds $25,000.00. Similarly, Sellers may only adjust the Sales Price by reason of the Sellers owning a greater net revenue interest at the Closing if the cumulative amount of such disputeadjustments in its favor exceeds $25,000.00. In the event the net amount of the Sales Price adjustments downward or upward pursuant to the foregoing exceeds $250,000.00 then Sellers or Purchaser may, upon written notice to the Allocated Value other party, terminate this Agreement and the same shall be of no further force and effect. 5) If Purchaser shall receive an adjustment at the Closing on account of a Title Defect, Sellers shall have until a date that Asset less is 90 days after the Closing Date to cure the Title Defect Value, if any, found at its cost. If by such date Sellers can demonstrate to be attributable to such Purchaser's reasonable satisfaction the Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 has been cured then no adjustment to the Purchase Price Sellers shall be made entitled to reimbursement by Purchaser for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of the adjustment received by Purchaser at the Closing as a result of the Title Defect. Purchaser shall pay such excessamount without interest to Sellers within ten (10) business days from the date that the parties agree the Title Defect has been cured.

Remedies for Title Defects. (a) With respect If Seller elects to each attempt to cure any Title Defect that pursuant to Section 4.04(b), but is unable to do so prior to Closing, the affected Assets shall nevertheless be conveyed to Buyer at Closing, the Purchase Price at Closing shall be adjusted downward by the Title Defect Value of the applicable Title Defect, and Buyer shall pay (i) an amount equal to such Title Defect Value to the Escrow Agent at Closing, and (ii) if the Allocated Value exceeds the Title Defect Value, an amount equal to the difference between the Allocated Value and the Title Defect Value to Seller does not cure at Closing. If Seller cures the applicable Title Defect on or before the Closingdate that is sixty (60) days after the date Buyer delivered the respective Title Defect Notice to Seller pursuant to Section 4.04(a) (provided however, except that if Buyer materially supplements or modifies such Title Defect Notice prior to the Defect Notice Date, such sixty (60) day period shall run from the date of such supplement or modification), then the Parties shall promptly instruct the Escrow Agent to release the Title Defect Value to Seller. If Seller elects to cure a Title Defect so as otherwise provided to remove the Title Defect pursuant to this Section 4.05(a) but is unable to do so within the time period set forth in this Section 3.054.05(a), then the Parties shall promptly instruct the Escrow Agent to release an amount equal to the Title Defect Value to Buyer. (b) Subject to Seller’s right to cure a Title Defect after Closing pursuant to Section 4.05(a) and the continuing right of Seller to dispute the existence of an asserted Title Defect or the asserted Title Defect Value, pursuant to Section 4.05(c), and subject to the rights of the Parties under Section 9.04 or Section 10.04, if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, the Parties shall mutually agree to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(c) or Article XVIII (which reduction shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); (ii) have Seller indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in a form mutually agreeable to the Parties; or (iii) have Seller retain the entirety of the Asset that is subject to the Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Asset and the associated Assets; provided, however, that if the Parties cannot mutually agree on a remedy for a Title Defect Value agreed upon prior to Closing, then the Parties shall be deemed to have elected the remedy set forth in writing by Section 4.05(b)(i) with respect to such Title Defect. (c) If at or before the Closing, Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect, either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.with

Remedies for Title Defects. (a) With respect Subject to each the continuing right of the Sellers to dispute the existence of an asserted Title Defect that Seller does or the asserted Title Defect Value and subject to the rights of the Parties under Section 13.01(f), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not cure waived in writing by Buyer or cured on or before the Closing, except as otherwise provided in this Section 3.05, the Sellers shall elect to: (i) reduce the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon for the Title Defect as determined in writing by Buyer and Seller accordance with Section 4.04(c) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); or (ii) with Buyer’s consent, if Buyer agreeswhich consent shall be at Buyer’s sole discretion, Seller shall indemnify Buyer against all claims resulting from the Title Defect (an “Indemnified Title Defect”) pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached to this Agreement as Exhibit D; provided, however, that without Buyer’s consent, the Sellers shall not be entitled to elect to indemnify Buyer under this Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If 4.05(a)(ii) for any Title Defect that is a discrepancy in the nature Net Revenue Interest or Working Interest of an unobtained consent a well, unit, well location or Lease (as compared to assignment the Net Revenue Interest or other restriction on assignability, the provisions of Section 3.08 shall applyWorking Interest set forth in Exhibit F with respect to such Asset). (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on If at or before the Closing Buyer and the Parties Sellers have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect or on the remedy to be applied under Section 4.05(a), either Party Buyer or the Sellers shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided in accordance with Article XVIII. In that if the validity of any asserted Title Defectevent, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall not be reduced by virtue of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon disputed Title Defect or Title Defect Value, but upon the final resolution of such disputethe Dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such the Title Defect shall, subject shall be refunded by the Sellers to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part within five (5) Business Days of the mutually agreed settlementresolution of the Dispute. (c) Notwithstanding anything to the contrary in this Agreement, Agreement (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit) does not exceed $50,000 (net to Sellers’ interest), then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter definedor Title Benefits) for which an adjustment is to be made pursuant to clause (i) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then they shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects (or Title Benefits), and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (or Title Benefits) for which an adjustment is to be made pursuant to clause (i) does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess; provided, however, with respect to any Title Defect (or Title Benefit) that exceeds $50,000 in value (net to Sellers’ interest), the entire Title Defect Value (or Title Benefit) (in each case, counting from the first dollar) shall be included for purposes of the calculations made in Section 4.05(c)(ii) and (iii).

Remedies for Title Defects. (ai) With respect Unocal may elect to each cure any or all Title Defect that Seller does Defects; provided, however, if Unocal elects to cure a Title Defect, but has not cure on or before been able to do so by the Closing Date, the Parties shall proceed with the Closing, except with the Claim Value or Defect Value, as otherwise provided applicable, being an adjustment to the Purchase Price. Unocal shall retain the right to cure any such Title Defect for a period of time not to exceed one year after the Closing Date. Within thirty (30) days of Buyer's receipt of curative documents which eliminate the Title Defect, Buyer shall tender to Unocal the applicable Claim Value or Defect Value withheld at Closing. Unocal's option to cure Sections 3.2(i) or (ii) Title Defects shall include the option to partially cure any such Title Defect or Title Defects so as to reduce the Claim Value of the Title Defect or Title Defects to an amount Unocal shall in this Section 3.05its sole discretion determine. (ii) If the Claim Value or Defect Value of a Title Defect is equal to twenty-five percent (25%) or more of the Allocated Value of a property described in EXHIBIT "A", Unocal may in its sole discretion elect to retain the affected property and delete it from the Assets. In such instance, the Purchase Price shall be reduced by adjusted in an amount equal to the Title Defect Claim Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. of the deleted property(ies). (iii) If any a Title Defect is a Section 3.2(i) or (ii) Title Defect which increases or decreases Unocal's interest in the nature of an unobtained consent to assignment or other restriction on assignabilityAssets, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have and Unocal does not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have cure the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced adjusted up or down by the Allocated Claim Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementDefect. (civ) Notwithstanding anything If Unocal contests the existence of a Title Defect or Buyer's good faith estimate of the Claim Value or Defect Value of the Title Defect, the Parties shall meet and use their best efforts to agree on the contrary in this Agreement, (i) if validity and/or value of the Title Defect. If the Parties cannot agree on the validity and/or value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment Defect, and neither Party elects to waive its claim, the Purchase Price dispute shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment submitted to the Purchase Price determined arbitration in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined arbitration procedures set forth in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessEXHIBIT "D".

Remedies for Title Defects. (a) With respect Subject to each the rights of the parties pursuant to Section 13.1, and subject to Seller’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted by Xxxxx, in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 10.2(a) is not cure waived in writing by Buyer or cured on or before the Closinglast day of the Cure Period to Buyer’s reasonable satisfaction, except the parties shall mutually agree to elect one of the following remedies: (i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, a reduction in the Purchase Price by the Title Defect Amount; (ii) indemnification of Buyer by Seller against all Liability resulting from such Title Defect pursuant to an indemnity agreement in the form attached to this Agreement as otherwise provided Exhibit G, in this Section 3.05which case the Purchase Price shall not be reduced by the Title Defect Amount or Allocated Value with respect to such Title Defect Property; or (iii) retention by Seller of the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property and such Title Defect Value determined by an Independent Expert pursuant associated Assets. If the parties are unable to Section 16.03agree on whether subsection (i), (ii) or (iii) above will apply, then the parties shall be deemed to have elected option (i); provided provided, however, that (A) if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, Amount is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by greater than 50% of the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Property and (B) Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment agree to the Purchase Price shall be made for such Title Defect accept indemnification from Seller pursuant to clause (or Title Benefitii), (ii) if the aggregate adjustment to the Purchase Price determined then Seller, in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments theretoits sole discretion, then no adjustment of the Purchase Price shall be made therefor and may elect option (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess).

Remedies for Title Defects. (a) With respect Subject to each SM Energy’s continuing right to dispute the existence of a Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Buyer in accordance with Section 6.2(a) is not waived in writing by Buyer or cured on or before Closing, SM Energy shall, at its sole option, elect to: (i) transfer, convey and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant assign the entirety of the Title Defect Property that is subject to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If , together with all associated Assets, to Buyer at Closing, and reduce the Purchase Price by the Title Defect Amount; or (ii) cure such Title Defect Property that is subject to such Title Defect, in which event SM Energy shall have the right, for a period of 110 days following the Closing Date (such period, the “Cure Period”), to cure any Title Defect is in the nature of an unobtained consent relating to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Property. If SM Energy elects to cure any Title Defect Value determined by an Independent Expert pursuant to clause (ii) of this Section 16.03; provided that if the validity of any asserted Title Defect6.2, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset Buyer shall be excluded withhold from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this AgreementCure Assets. At Closing, (i) if SM Energy shall remove from the value of a given individual Title Defect (Assignment any Asset or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment portions thereof subject to the Purchase Price shall be made for such Title Defect Defect, as applicable, which SM Energy has elected to cure (or Title Benefit), the “Cure Assets”) and with respect to which Buyer has retained the applicable Allocated Value and (ii) if the aggregate adjustment applicable Title Defect is cured as provided herein or determined to have been cured as provided herein within the Cure Period, within five (5) Business Days after the expiration of the Cure Period, SM Energy shall convey the applicable Cure Assets to Buyer and Buyer shall pay to SM Energy the applicable Allocated Value less any Title Defect Amount related to any remaining Title Defect(s) applicable to such Cure Assets, on the same terms as the Assets conveyed at Closing. During the Cure Period, and regardless of whether SM Energy cures a Title Defect affecting Cure Asset(s) retained pursuant to this Section 6.2(c), with respect to any Cure Asset, SM Energy shall have the option to elect the remedy for such Title Defect set forth in Section 6.2(c)(i), in which event SM Energy shall transfer, convey and assign such Cure Asset, together with all associated Assets, to Buyer, and Buyer shall pay to SM Energy the Allocated Value less the Title Defect Amount related to the Purchase Price determined in accordance with this Agreement for uncured Title Defects and Environmental Defects (Defect(s) applicable to such Cure Assets, on the same terms as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssets conveyed at Closing.

Remedies for Title Defects. Upon timely delivery of notice, either by Purchaser of a Title Defect or by Seller of an increase in net revenue interest, Purchaser and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required adjustments to the Sale Price, provided that in no event shall any Sale Price reduction for an affected property exceed the amount allocated to the affected property on Exhibit "B". If Purchaser and Seller cannot agree on the amount of such a Sale Price adjustment, said amount shall be determined in accordance with the following guidelines: (a) With respect to each If the Title Defect is based upon Purchaser's notice that Seller does not cure owns a lesser net revenue interest, or the notice is from Seller to the effect that Seller owns a greater net revenue interest than that shown on or before Exhibit "B", then the Closing, except as otherwise provided in this Section 3.05, portion of the Purchase Sale Price allocated on Exhibit "B" to the affected property shall be reduced by an amount equal or increased (as the case may be) in the same proportion that the actual net revenue interest bears to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with net revenue interest shown on Exhibit "B" for such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall applyproperty. (b) Except If the Title Defect is a lien, encumbrance or other charge upon a property which is liquidated in amount, then the adjustment shall be the sum necessary to be paid to the obligee to remove the Title Defect from the affected property. If the Title Defect represents an obligation or burden upon the affected property for those which the economic detriment to Seller is not liquidated but can be estimated with reasonable certainty as agreed to by the parties, the adjustment shall be the sum necessary to compensate Purchaser at the Closing for the adverse economic effect which the Title Defect will have on the affected Assets which Seller elects property. (c) Subject to exclude from this transaction pursuant to Section 3.04(b)(iiSubsection 6.05(e), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have cannot be accommodated pursuant to subsections 6.05(a) or 6.05(b) and the right to elect to have parties cannot otherwise agree on the validity amount of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant adjustment to Section 16.03; provided that if the validity of any asserted Title Defect, Sale Price or Seller cannot cure the Title Defect Value attributable thereto, is not determined before to the reasonable satisfaction of Purchaser prior to the Closing, the property affected Asset by the Title Defect shall be excluded from the sale Interests conveyed to Purchaser at the Closing and the Purchase Sale Price shall be reduced by the Allocated Value amount allocated by Purchaser to the affected property on Exhibit "B". (d) Purchaser may only adjust the Sale Price for Title Defects at the Closing if the cumulative amount of such adjustments in its favor exceeds $100,000.00. Similarly, Seller may only adjust the Sale Price by reason of it owning a greater net revenue interest at the Closing if the cumulative amount of such adjustments in its favor exceeds $100,000.00. In the event the net amount of the Sale Price adjustments downward or upward pursuant to the foregoing exceeds five (5%) percent of the Sale Price, then Seller or Purchaser may, upon written notice to the other party, cancel this Agreement and the same shall be of no further force and effect, save and except that Seller shall return the Performance Deposit to Purchaser without interest. Litigation described in Exhibit "D" attached hereto shall not count towards the adjustments described in this subsection. (e) If Purchaser shall receive an adjustment at the Closing on account of a Title Defect, Seller shall have until a date that is ninety (90) days after the Closing Date to cure the Title Defect at its cost. If by such date, Seller can demonstrate to Purchaser's reasonable satisfaction the Title Defect has been cured, then Seller shall be entitled to reimbursement by Purchaser for the amount of the adjustment received by Purchaser at the Closing as a result of the Title Defect. If an assignment of such affected Asset Interest was not made at Closing, Seller shall assign such affected Interest to Purchaser at such time as set forth on Exhibit C. Upon resolution of Purchaser remits the hereinabove amount to Seller. Purchaser shall pay such dispute, amount to Seller within ten (10) business days from the Allocated Value of date that Asset less the parties agree the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementhas been cured. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. Seller shall have until Closing (after receipt of Buyer’s notification as to a specific Title Defect) in which to provide Buyer written evidence that the subject Title Defect has been either cured or removed. Should Seller fail or be unable to provide evidence of Title Defect curative or removal then Buyer may at its option: (a) With respect waive such Title Defect; or (b) In the event the Seller and Buyer cannot mutually agree on a purchase price adjustment for an alleged Title Defect, Buyer shall have the right to each (i) proceed to Closing and accept the Interest with no purchase price adjustment, or (ii)terminate this Agreement as to the Properties affected by the alleged Title Defect that and receive a Purchase Price adjustment for such Properties as set forth in the allocation of value set forth in Exhibit “A-1”, or , where feasible, the proportionate allocated value; or. (c) Buyer and Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, may proceed to Closing without any adjustment to the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant will have until the Post-Closing to Section 14.04 against all costs which Buyer may incur in connection with provide evidence of cure of any such Title Defect. If any Title Defect Seller is in the nature of an unobtained consent unable to assignment or other restriction on assignability, the provisions of cure under this Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii4.6(c), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset Buyer shall be excluded from entitled to an adjustment at Post-Closing in accordance with Section 4.6(b). If the sale and reduction in the Purchase Price shall be reduced by the Allocated Value from an aggregate total of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the all Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) adjustments does not exceed One Hundred Thousand Dollars ($50,000 100,000), then there shall be no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit)Price. However, (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for total of all Title Defects and Environmental Defects exceeds One Hundred Thousand Dollars (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto$100,000), then the Purchase Price shall only be adjusted by the total amount of such excessTitle Defects. Should Seller be unable to provide evidence of Title Defect curative or desire to not make adjustment to the Purchase Price and it is determined by Seller that such Title Defect will materially and adversely reduce the net value of the Properties affected by an amount equal to or greater than ten percent (10%) of the Purchase Price, either Seller or Buyer may terminate this Agreement. In such event, the Deposit shall be promptly returned to Buyer, without interest. If Buyer notifies Seller of a Title Defect, as provided for in Section 4.5 which Buyer desires to have cured and for which an adjustment to the Purchase Price has been made in accordance with the terms of this Agreement, Seller agrees to cooperate with Buyer prior to or after the Closing in endeavoring to cure any such defects (but Seller shall have no obligation to pay money or to undertake any legal obligation in this regard). Buyer agrees to bear the cost of examining the title data furnished by Seller as curative hereunder, if any, or obtained by Buyer.

Remedies for Title Defects. Subject to Section 6.7, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at Seller’s sole cost at any time prior to the Closing. (b) With respect to each any alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable theretofor such Asset exceeds the Allocated Value for such Asset, is Seller shall have the option, but not determined before Closingthe obligation, to exclude the affected Asset shall be excluded from the sale Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAsset. (c) Notwithstanding anything With respect to each alleged Title Defect that is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction pursuant to Section 6.5(b), an amount equal to the contrary Title Defect Value agreed upon in this Agreementwriting by Xxxxx and Seller acting reasonably shall be used to adjust the Purchase Price down at Closing, subject to Section 6.7. (d) If Buyer and Seller have not agreed (i) if on or before Closing upon the value validity of a given individual an asserted Title Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either party shall have the right to elect by written notice, delivered before or individual after Closing, to have the validity of such Title Benefit (as defined in Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 3.09(a)) does not exceed $50,000 then 8. In no event shall any adjustment to the Purchase Price shall be made for to Seller or Buyer with respect to a Title Defect that is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect exists to cure such Title Defect. (e) Any Title Defect (cured by Seller or Title Benefit), (ii) if the aggregate adjustment to the for which Xxxxx receives a Purchase Price determined in accordance with adjustment or payment pursuant to this Agreement for Title Defects Section 6.5, shall constitute a Permitted Encumbrance hereunder and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of under the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssignment.

Remedies for Title Defects. (a) With respect Subject to each Sections 9.1. d and 9.2. d, in the event that any Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided Buyer shall, at its sole election, elect one of the following by so notifying the Seller Representative not later than two (2) business days prior to Closing: a. Accept the portion of the Assets affected by the Title Defect notwithstanding the Title Defect, in this which case Buyer will be deemed to have conclusively waived the Title Defect; b. Subject to the specific limitations set forth in Section 3.054.7, receive a credit equal to the amount of the Actual Title Defect Value for an Asset (the “Title Defect Adjustment”), in which event the parties shall proceed to Closing and the Asset that is subject to such Title Defect shall be conveyed by the relevant Seller to Buyer subject to such Title Defect and Buyer shall pay to such Seller the relevant Per Seller Purchase Price shall be reduced as so adjusted, such adjustment constituting Buyer’s sole and exclusive remedy with respect to such Title Defect; or c. Exclude the Asset subject to such Title Defect and reduce the relevant Per Seller Purchase Price by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset, in which event the parties shall proceed to Closing and the Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable is subject to such Title Defect shall, subject to this Section 3.05, shall be paid retained by Buyer to such Seller and Buyer shall pay to such Seller the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the relevant Per Seller Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessso adjusted.

Remedies for Title Defects. Subject to Section 6.7, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at Seller’s sole cost at any time prior to the Closing. (b) With respect to each alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in if this Section 3.05Agreement has not been terminated pursuant to the terms hereof, Seller shall have the option to (i) elect to continue to Closing and include or exclude the affected Asset(s) from the Transaction and reduce the Purchase Price shall be reduced by the applicable Title Defect Value if the Asset is included, and by the Allocated Value of such Asset, if the Asset is excluded; or (ii) elect in writing prior to Closing to attempt to cure such title Defect within one hundred fifty (150) days of Closing. If Seller makes such election to cure the alleged Title Defect after Closing, an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller oracting reasonably shall be paid by Buyer at Closing out of the Adjusted Purchase Price to a mutually agreeable escrow agent (the “Escrow Agent”) for deposit into an interest bearing escrow account (the “Escrow Account”) to be governed by a mutually agreeable escrow agreement (the “Escrow Agreement”) that will be executed by Buyer, Seller and the Escrow Agent. Seller shall, subject to the further provisions hereof, have up to one hundred fifty (150) days following the Closing Date to attempt to cure such Title Defect at Seller’s sole cost; provided, that, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties parties have not agreed upon the validity of an alleged Title Defect, or the Title Defect Value attributable thereto, the amount so deposited in the Escrow Account for such alleged Title Defect shall be that reasonably determined by Seller acting in good faith. If Seller reasonably cures the Title Defect within such one hundred fifty-day period, Seller will be entitled to be distributed from the Escrow Account the amount equal to the amount so deposited into the Escrow Account as the Title Defect Value, together with any earnings on such amount. If Seller does not reasonably cure the Title Defect within the allotted period, Buyer will be entitled to be distributed from the Escrow Account the amount equal to the Title Defect Value, as finally determined, together with any earnings on such amount, and the Purchase Price hereunder will be deemed to be reduced by the amount of the Title Defect Value. (c) If Buyer and Seller have not agreed (i) on or before Closing upon the validity of an asserted Title Defect Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either Party party shall have the right to elect by written notice, delivered before Closing, to have the validity of such Title Defect and/or Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03; provided that if 8. In no event shall any disbursement from the validity of any asserted Title Defect, Escrow Account be made to Seller or the Buyer with respect to a Title Defect Value attributable theretothat is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof, is not determined before Closingwhich shall include, without limitation, an award of the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be escrowed funds attributable to such Title Defect. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have one hundred fifty (150) days from the date the Independent Expert determines that a Title Defect shall, subject exists to cure such Title Defect. (d) Any Title Defect cured by Seller or for which Buyer receives a Purchase Price adjustment or payment pursuant to this Section 3.056.5, be paid by Buyer to Seller shall constitute a Permitted Encumbrance hereunder and under the Asset conveyed to Buyer, if that is part of the mutually agreed settlementAssignment and other Conveyancing documents. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does not cure may elect, on or before the Closing, except to cure any Title Defect so as otherwise provided in to remove the Title Defect at Seller’s sole cost and expense. If Seller elects to cure a Title Defect so as to remove the Title Defect pursuant to this Section 3.054.05(a) but is unable to do so prior to Closing, the affected Assets shall nevertheless be conveyed to Buyer at Closing, the Purchase Price at Closing shall be adjusted downward by the Title Defect Value of the applicable Title Defect, and Buyer shall pay (i) an amount equal to such Title Defect Value to the Escrow Agent at Closing, and (ii) if the Allocated Value exceeds the Title Defect Value, an amount equal to the difference between the Allocated Value and the Title Defect Value to Seller at Closing. If Seller cures the applicable Title Defect so as to remove the Title Defects pursuant to this Section 4.05(a) within sixty (60) days after Closing, then the Parties shall promptly instruct the Escrow Agent to release an amount equal to the Title Defect Value (together with interest accrued thereon) to Seller. If Seller elects to cure a Title Defect so as to remove the Title Defect pursuant to this Section 4.05(a) but is unable to do so within sixty (60) days after Closing, then the Parties shall promptly instruct the Escrow Agent to release an amount equal to the Title Defect Value (together with interest accrued thereon) to Buyer. (b) Subject to Seller’s right to cure a Title Defect after Closing pursuant to Section 4.05(a) and the continuing right of Seller to dispute the existence of an asserted Title Defect or the asserted Title Defect Value and subject to the rights of the Parties under Sections 13.01(f) and (g), if any Title Defect timely asserted by Buyer in accordance with Section 4.04(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to Section 4.05(d), reduce the Purchase Price by the Title Defect Value for the Title Defect as determined in accordance with Section 4.04(b) or Article XVIII (which shall cause such asserted Title Defect to become an Assumed Obligation under Section 16.02); or (ii) if the Title Defect Value for a particular Asset exceeds fifty percent (50%) of the Allocated Value of such Asset, retain the entirety of such Asset that is subject to the Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by of the Assets and the associated Assets. (c) If at or before the Closing Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon on the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretoto the Title Defect, either Party Buyer or Seller shall have the right to elect to have the Dispute regarding the validity of such the Title Defect and/or such or the Title Defect Value determined by an Independent Expert pursuant in accordance with Article XVIII. In that event, subject to Section 16.03; provided that if 4.05(d), the validity of any asserted Title Defect, or Purchase Price paid at Closing shall be adjusted downward by the Title Defect Value attributable theretoasserted by Buyer for the applicable Title Defect, is not determined before and at Closing, Buyer shall pay an amount equal to such Title Defect Value to the affected Escrow Agent. Upon the final resolution of all Disputes pertaining to Title Defects and Environmental Defects with respect to any particular Asset shall be excluded from the sale and the Purchase Price shall be reduced or Assets by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such disputeapplicable Independent Expert(s) in accordance with Article XVIII, the Allocated Value of that Asset less Parties shall promptly instruct the Escrow Agent to release an amount equal to the difference between the Title Defect Value, if any, found to be attributable to such the Title Defect shallfor such Assets or Assets, subject to this Section 3.054.05(d), be paid and the Title Defect Value asserted by Buyer for the Title Defect for such Asset or Assets to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementSeller. (cd) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given particular individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)Benefit) does not exceed Thirty-Five Thousand and No/100 Dollars ($50,000 35,000.00), then it shall be deemed to be a Permitted Encumbrance and no adjustment to the Purchase Price shall be made for such the Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects or Title Benefits (as hereinafter definedafter taking into account clause (i)) does not exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then any such Title Defects shall be deemed to be Permitted Encumbrances and no adjustment of the Purchase Price shall be made therefor on account of Title Defects or Title Benefits, as applicable, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects or Title Benefits (after taking into account clause (i)), as applicable, does exceed three two percent (32%) of the Unadjusted Purchase Price prior to any adjustments theretoother adjustments, then the Purchase Price shall only be adjusted only by the amount of such the excess; provided, however, that the limitations set forth in clauses (i), (ii), and (iii) above shall not apply to Title Defects caused by or created by, through, or under Seller during any period on or after July 31, 2008.

Remedies for Title Defects. Subject to Section 6.7, the following shall be Buyer’s sole and exclusive remedy with respect to Title Defects: (a) Upon the receipt of a Title Defect Notice from Buyer asserting an alleged Title Defect, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at Seller’s sole cost at any time prior to the Closing. (b) With respect to each any alleged Title Defect that Seller does is not cure reasonably cured on or before the Closing, except as otherwise provided in this Section 3.05or the Title Defect Value for such Asset exceeds the Allocated Value for such Asset, Seller shall have the option, but not the obligation, to exclude the affected Asset from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such affected Asset. (c) With respect to each alleged Title Defect that is not reasonably cured on or before the Closing and the affected Asset has not been excluded from the transaction pursuant to Section 6.5(b), an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller oracting reasonably shall be used to adjust the Purchase Price down at Closing, if Buyer agrees, Seller shall indemnify Buyer pursuant subject to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply6.7. (bd) Except for those affected Assets which If Buyer and Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if have not agreed (i) on or before Closing the Parties have not agreed upon the validity of any an asserted Title Defect Defect, or have not agreed on the Title Defect Value attributable thereto, or (ii) upon whether a Title Defect has been reasonably cured, then either Party party shall have the right to elect by written notice, delivered before or after Closing, to have the validity of such Title Defect and/or Defect, such Title Defect Value or the sufficiency of Seller’s cure determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of 8. In no event shall any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for to Seller or Buyer with respect to a Title Defect that is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof. To the extent the Independent Expert is determining the validity of a Title Defect, Seller shall have ninety (90) days from the date the Independent Expert determines that a Title Defect exists to cure such Title Defect. (e) Any Title Defect (cured by Seller or Title Benefit), (ii) if the aggregate adjustment to the for which Buyer receives a Purchase Price determined in accordance with adjustment or payment pursuant to this Agreement for Title Defects Section 6.5, shall constitute a Permitted Encumbrance hereunder and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of under the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessAssignment.

Remedies for Title Defects. (a) With respect to each Title Defect that Seller does is not cure cured on or before the Closing, except as otherwise provided in this Section 3.054.04, the Purchase Price shall be reduced reduced, subject to Section 4.13, by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. acting reasonably. (b) If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 4.07 shall apply. (bc) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable theretothereto and Seller has not elected to exclude the affected Subject Interest or to indemnify Buyer pursuant to Section 4.03(a), either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if 14.03. If the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price paid at Closing shall be reduced by the Allocated Value of the Subject Interest affected by such affected Asset as set forth on Exhibit C. disputed Title Defect or Title Defect Value and such Subject Interest shall be excluded from the Closing. Upon the final resolution of such dispute, the Allocated Value of that Asset less Subject Interest affected by the Title Defect Value, shall be promptly assigned to Buyer for the amount withheld at Closing if any, the Defect is found not to be attributable to such a Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and or the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) Property shall remain excluded if the value of a given individual Title Titled Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessis confirmed.

Remedies for Title Defects. (a) With respect Subject to each Seller’s Representative’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto prior to the Closing Date and subject to the rights of the Parties pursuant to Section 7.1(f), in the event that Seller does any Title Defect timely asserted by Buyer in accordance with Section 13.2(a) is not cure waived in writing by Buyer or cured on or before the Closing, except then, subject to the Individual Title Threshold and the Title Deductible: (i) Buyer may reduce the Purchase Price by the Title Defect Amount (as otherwise provided determined pursuant to Section 13.2(g) or Section 13.2(k)); or (ii) solely in this Section 3.05instances in which the Title Defect Amount equals 100% of the Allocated Value of the applicable Title Defect Property, Buyer or the Seller’s Representative may cause the applicable Sellers to retain their respective interests in the entirety of such Title Defect Property and all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or Property, and such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if Property and associated Assets will constitute “Excluded Assets” for all purposes of this Agreement; (iii) in the validity event either remedy set forth above is implemented, then the Sellers acknowledge and agree that, only for purposes of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale allocation and the Purchase Price shall be reduced distribution by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) Seller’s Representative of the Purchase Price prior (as adjusted pursuant to this Agreement) among the Sellers, any adjustments thereto, then no adjustment reduction of the Purchase Price shall be made therefor and applied in the following manner: (iiiA) first (1) if only one Seller’s interest resulted in the aggregate adjustment Title Defect, against the individual Seller’s interest in the Title Defect Property, or (2) if more than one Seller’s interest resulted in the Title Defect, against such Sellers’ interests in the Title Defect Property on a pro rata basis based on each such Seller’s respective Allocated Value in the Title Defect Property; (B) second, to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) extent the reduction of the Purchase Price prior (as adjusted pursuant to this Agreement) is not satisfied by the preceding clause (A) above, against such Seller’s (or Sellers’, as applicable) interest(s) in all other Assets or Tracts, including any adjustments theretoTitle Benefits that are applicable to such Seller(s) in any other Assets or Tracts; and (C) third, then to the extent the reduction of the Purchase Price shall only be (as adjusted pursuant to this Agreement) is not satisfied by the amount of preceding clauses (A) and (B) above, against the other Sellers’ interests in the Title Defect Property, on a pro rata basis based on each such excessSeller’s respective Allocated Value in the Title Defect Property.

Remedies for Title Defects. In the event that Purchaser timely notifies Sellers of any Title Defect in accordance with the provisions of Section 8.2 hereof, then Sellers shall have the right, but not the obligation, to attempt to cure, prior to the Closing, such asserted Title Defect, and shall also have the right (which may be exercised at any time before the Closing Date) to postpone the Closing by designating a new Closing Date not later than 30 days after the Closing Date set forth in Section 11.1 hereof if Sellers desire additional time to attempt to cure (including determining if it will attempt to cure) one or more asserted Title Defects. With respect to any Title Defect that Sellers elect not to cure or that Sellers fail to cure within 30 days after receiving notice of the Title Defect, the Purchase Price shall be adjusted in accordance with the following guidelines: (a) With respect to each If the Title Defect is based upon Purchaser's notice that Seller does Sellers own a lesser Net Revenue Interest than that shown on Schedule 1.1.1 hereto, then the portion of the Purchase Price allocated on Schedule 2.3 hereto to the affected Asset shall be reduced in the same proportions that the actual Net Revenue Interest bears to the Net Revenue Interest shown on Schedule 2.3 hereto for such Assets dollar for dollar. (b) If the Title Defect cannot be accommodated pursuant to clause (a) above and the parties cannot otherwise agree upon appropriate adjustment to the Purchase Price or Sellers cannot or do not cure on or before the Title Defect to the reasonable satisfaction of Purchaser prior to the Closing for the Asset affected by the Title Defect such Asset shall be excluded from the Assets sold and purchased at the Closing, except as otherwise provided in this Section 3.05, and the Purchase Price shall be reduced by an amount equal allocated to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlementSchedule 2.3. (c) Notwithstanding anything to Purchaser may only adjust the contrary in this Agreement, (i) Purchase Price for Title Defects at the Closing if the value cumulative amount of such Title Defects equals or exceeds one--quarter of one percent (1/4 of 1%) of the Base Purchase Price. Such percentage is a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment threshold, and when exceeded adjustments to the Purchase Price shall be made for such in the amount of the Title Defects. (d) If the Purchase Price is adjusted at the Closing as a result of an Asset affected by a Title Defect (or being excluded from the Assets sold and purchased at the Closing, and if Sellers can demonstrate to Purchaser's reasonable satisfaction that the Title Benefit)Defect has been cured within 90 days after the Closing Date, (ii) if then Purchaser shall be obligated to purchase such Asset and to pay to Sellers the aggregate amount of the adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) a result of the Purchase Price prior to any adjustments thereto, then no adjustment exclusion of the Purchase Price shall be made therefor Asset from the sale and (iii) if purchase at the aggregate adjustment to Closing, without interest, within 30 business days from the Purchase Price determined in accordance with this Agreement for date the parties agree the Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excessDefect has been cured.

Remedies for Title Defects. (a) With respect Subject to each Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the Parties pursuant to Section 3.14, in the event that Seller does not cure any Title Defect timely and properly asserted by Buyer in accordance with Section 3.5 is neither waived by Buyer nor cured on or before the Closing, Seller shall, at its sole option (except as otherwise provided below), elect to: (a) subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, reduce the Base Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 3.11 as being the value of such Title Defect; (b) upon the agreement of Buyer (provided, that Buyer’s agreement shall not be necessary with respect to any Title Defect which constitutes a Title Defect solely due to section (d) in this Section 3.05the definition of Title Defect and which has existed for more than ten years from the Effective Time), indemnify Buyer against all Claims resulting from such Title Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer, provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the Allocated Value for the Title Defect Property made the subject thereof; (c) prior to Closing, cause Company to transfer to Seller the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Base Purchase Price shall be reduced by an amount equal to the Title Defect Allocated Value agreed upon in writing by Buyer and of all such Assets (any such Assets which Seller orhas elected to cause Company to transfer pursuant to this Section 3.8(c), “3.8(c) Assets”); (d) if Buyer agreesapplicable, Seller shall indemnify Buyer terminate this Agreement pursuant to Section 14.04 against all costs which Buyer may incur in connection with 11.1(d); or (e) if after the diligent pursuit of other remedies reasonably available to Seller to cure any such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of reasonably believes that such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if can be cured through a quiet title or similar proceeding, then the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable applicable cure period with respect to such Title Defect shall, subject to this Section 3.05, shall be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything extended to the contrary in this Agreementcompletion of such quiet title or similar proceeding so long as Seller, (i) if at its sole cost and expense, diligently pursues such proceeding and actively progresses the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price same. Such extension shall be made for available notwithstanding Seller’s previous attempts to cure such Title Defect (without the use of a quiet title or similar proceeding, so long as Seller’s initial attempt to cure such Title Benefit), (ii) if Defect was diligently pursued and Seller initiates the aggregate adjustment to quiet title or similar proceeding on or before the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) end of the initial cure period. If the quiet title proceeding does not exceed three percent (3%) vest Defensible Title in the applicable Title Defect Property in Buyer, Seller shall implement one of the Purchase Price prior remedies set forth in clauses (a) through (d) or exercise one or more of the other rights available to any adjustments theretoit under Section 3.14. If Seller elects the option set forth in clause (a) above, then no adjustment of the Purchase Price Buyer shall be made therefor deemed to have assumed responsibility for the applicable Title Defect and (iii) if the aggregate adjustment to the Purchase Price determined in accordance all losses with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments respect thereto, then the Purchase Price shall only be adjusted by the amount of such excess.

Remedies for Title Defects. Subject to the limitations set forth in Section 4.05: (a) With respect to each Title Defect asserted prior to the Claim Date against a Seller, such Seller shall take one of the following actions within ten (10) days after the Claim Date unless such Seller and Buyer otherwise agree: (i) agree that such Title Defect is valid, in which event the Seller does not cure on or before Representative and Buyer shall jointly instruct the Closing, except as otherwise provided in this Section 3.05, Escrow Agent to disburse from the Purchase Price shall be reduced by an amount equal Title/Environmental Escrow to Buyer the portion of the Title Defect Value agreed upon in writing by Buyer Amount thereof attributable to the Initial Assets (and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect the Option is in the nature of an unobtained consent to assignment or other restriction on assignabilityexercised, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Option Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be Amount thereof attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title BenefitOption Assets), (ii) if submit any disputes with respect thereto to arbitration pursuant to Section 4.06(c) or (iii) elect to attempt to cure such Title Defect to Buyer’s reasonable satisfaction, on or before 6:00 p.m. Midland, Texas time on the date that is one hundred and eighty (180) days after the Claim Date (the “Cure End Date”). In the event any Seller elects to proceed under subsection (ii) or (iii) of the foregoing sentence, the portion of the Title Defect Amount thereof attributable to the Initial Assets shall remain in the Title/Environmental Escrow until the resolution of the arbitration, the satisfactory cure of such Title Defect or the Cure End Date, as applicable. On the date that is ten (10) days following the Claim Date, Buyer and the Seller Representative shall jointly instruct the Escrow Agent to disburse to Sellers the balance of the Title/Environmental Escrow other than the amounts that are to remain in the Title/Environmental Escrow for Title Defects or Environmental Defects which have been submitted to arbitration or which any Seller has elected to cure. Each Seller shall use commercially reasonable efforts to cure any Title Defects for which it elects to cure. Xxxxx agrees to reasonably cooperate with any attempt by a Seller to cure any Title Defect. If one or more Sellers elect to cure any such Title Defect and are able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Title Defect Amount for such Title Defect from the Title/Environmental Escrow to such Sellers to the extent attributable to the Initial Assets. If one or more Sellers elect to cure any such Title Defect and are not able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Title Defect Amount for such Title Defect from the Title/Environmental Escrow to Buyer to the extent attributable to the Initial Assets. If Buyer and one or more Sellers dispute whether Sellers have cured any Title Defect to Buyer’s reasonable satisfaction, such dispute shall be submitted to arbitration under Section 4.06(c). In the event the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for amount of Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of affecting the Purchase Price Initial Assets asserted prior to any adjustments theretothe Claim Date exceeds the Title/Environmental Escrow, then no adjustment of the Option Purchase Price shall be made therefor and (iii) reduced by the amount by which the Title/Environmental Escrow is exceeded, or if the aggregate adjustment to Option is not exercised, the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Initial Purchase Price shall only be adjusted reduced by such amount in calculating the Adjusted Initial Purchase Price, pursuant to Section 10.01(a). (b) With respect to each Title Defect asserted against a Seller following delivery of the Notice of Intent to Exercise and prior to the Option Claim Date and subject to Section 4.06(b), such Seller shall take one of the following actions within five (5) days after the Option Claim Date unless such Seller and Buyer otherwise agree: (i) agree that such Title Defect is valid and reduce the Option Purchase Price in the amount of the Title Defect Amount thereof, or (ii) elect to attempt to cure such excess.Title Defect to Buyer’s reasonable satisfaction, on or before the Option Closing Date. If such Seller is able to cure such Title Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, there shall be no reduction to the Option Purchase Price at the Option Closing. If such Seller is not able to cure such Title Defect to Buyer’s reasonable satisfaction on or before the Option Closing Date, such Seller shall elect, on or before the Option Closing Date either to (i) submit any disputes with respect thereto to arbitration pursuant to Section 4.06(c) or