Common use of Title Defects Clause in Contracts

Title Defects. I. As soon as reasonably practicable (and on an ongoing basis), but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected property.

Title Defects. I. As soon as reasonably practicable (and on an ongoing basis)Promptly, but no later than 5:00 p.m. Central Time on Mondayfollowing the execution of this Agreement, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects Buyer shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to order title commitments from the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution Company ("Title Commitments") with respect to the Land. Within ten (10) days following Buyer's receipt of the Title DefectsCommitments and within five (5) days of Buyer's receipt of any amendment to any such Title Commitment showing any new title matter, Buyer shall notify Seller in writing as to 31 whether Buyer objects to any title matter which appears on such Title Commitments and which affects the marketability of title to the Land ("Title Defect"). The Sellers Within ten (10) days following Buyer's receipt of the Title Commitments and within five (5) days of Buyer's receipt of any amendment to any such Title Commitment showing any new title matter, Buyer shall have notify Seller in writing as to whether Buyer objects to any Title Defects which appear on such Title Commitments. Seller shall use its commercially reasonable efforts to remove or cure any such noticed Title Defect up to the right, but not time of Closing. If the obligation, to attempt, at their sole cost, Seller fails to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as Defects to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured Buyer's satisfaction prior to Closing, then, Buyer shall have the following elections: (a) accept the status of the title subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing Defects and proceed with the value performance of the Title Defect its obligations as set forth in this Agreement, in which case the Purchaser’s notice, that value shall Warranty Deeds in the form of Exhibit D will be the value of modified to incorporate the Title Defect; Defects as exceptions to Seller's warranties thereunder; (2b) if attempt to negotiate with the Title Defect is Seller to modify this Agreement prior to Closing in a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value manner providing for the property so affected, the elimination of that portion of the property Land which is affected by the Title Defect, Defect in exchange for a suitable reduction in the legal effect of the Purchase Price; (c) Close and treat with such Title Defect, the potential economic effect of Defects under the Title Defect over Escrow Agreement as hereinafter set forth in this Section 4.3.2. For purposes of this subsection (c), the life Parties recognize and agree that the Land surveys which Buyer requested pursuant to Section 4.3.1(b) shall not have been completed and certified prior to Closing and hereby agree that the lack of such completed Land surveys will be deemed to be Title Defects to be dealt with as follows: (1) Buyer shall have an additional 75 days after Closing to complete the surveys. Within five business days following the delivery of the affected propertysurveys to Buyer, and Buyer shall deliver such other factors as are appropriate to make a proper evaluation, in each case net surveys to the interestTitle Company and shall, within twenty days after such delivery, notify Seller in writing of any concerns shown by the survey (which are not shown on any earlier surveys delivered to Buyer) which impair Buyer's ability to use the Land (or any commercially material portion of the Land) for use as represented on Exhibit Da petroleum products facility ("Survey Concerns"), or which result in exceptions to Buyer's new Title Commitments that were not reflected in the Title Commitments issued to Buyer at Closing and which affect Buyer's use of the Land ("New Title Defects"). Upon receipt of such notice, Seller shall have 20 days to notify Buyer as to Seller's resolution, or proposed resolution, of the affected Entity and its Subsidiaries in Survey Concerns or new title exceptions, or as to whether Seller wishes to dispute the affected property.existence of the Survey Concerns or the fact that such new exceptions constitute New Title Defects. Unless Seller disputes the existence of the Survey Concerns or the fact that such new exceptions constitute New Title Defects within the 20-day period or remediates or removes the Survey Concerns or New Title Defects within a reasonable time (not exceeding 30 days) after notifying

Title Defects. I. As soon On or before the date that is ten (10) Business Days following the Effective Date, Purchaser shall notify Seller of any material matters shown on the Title Commitment or Survey that render title to the Property unmarketable or that would materially interfere with Purchaser’s intended use of the Property that are not acceptable to Purchaser (such exceptions referred to herein as reasonably practicable the “Title Defects”). If any updates to the Title Commitment or Survey shall disclose any additional matters, Purchaser shall have five (and on an ongoing basis)5) Business Days from the receipt of such updates within which to notify Seller thereof, but no later than 5:00 p.m. Central Time on Mondayin which case any such matters for which Purchaser provides notice shall also be treated as “Title Defects” hereunder. Within five (5) Business Days following receipt of any such timely notice, October 23Seller may elect in its sole discretion, 2006 by written notice to Purchaser, to either (i) undertake at its expense to cure such Title Defects prior to the Closing (the “Objection DeadlineSeller’s Election”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentationii) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of cure such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that Seller does not elect to cure such Title Defects pursuant to the immediately preceding sentence, Purchaser may, by notice to Seller within five (5) Business Days of the Seller’s Election, either (x) terminate this Agreement and all parties shall be relieved of any further obligations or liabilities hereunder, and the Deposit shall be returned to Purchaser, or (y) indicate to Seller that, notwithstanding the Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided Defects described in this Section 3(a) are 5(c), Purchaser shall not remedied or cured prior to Closing, then, subject to the other provisions terminate this Agreement as a result of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects (such Title Defects, determined as follows: well as any matters shown in the Title Commitment or Survey to which Purchaser does not object as permitted herein, including specifically those matters in the Existing Title and Survey, being thereafter deemed as “Permitted Exceptions” hereunder); provided, however, that Purchaser’s failure to notify Seller of its intentions pursuant to this sentence shall be deemed Purchaser’s intention to proceed hereunder. Notwithstanding anything contained herein to the contrary, Seller shall be required to pay off at the Closing, (1i) where all Indebtedness of Seller secured by the Sellers agree in writing with Property and (ii) all Indebtedness of Seller covering, relating to or secured by any other Purchased Assets or otherwise relating to the value Business, and to either pay off or cause the Title Company to insure or endorse over any mechanic’s or materialmen’s liens for work or materials undertaken or acquired by or on behalf of Seller, any Lien against Seller, and any other exceptions or encumbrances to title that may be cleared through the payment of money (provided, however, Seller shall be entitled to utilize the Purchase Price proceeds to effectuate any or all of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defectforegoing); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected property.

Title Defects. I. As soon as reasonably practicable If the Survey or the Commitment (and on an ongoing basis)collectively, but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection DeadlineTitle Documents”) reflect any facts or other matters that (i) are not (a) ad valorem property taxes assessed but not yet due and payable, (b) restrictions and conditions imposed by applicable zoning ordinances or (c) easements or other encumbrances of record with respect to the Demised Premises set forth on Exhibit C to the Lease or in that certain Leasehold Loan Policy #7886312 dated September 18, 2000 referenced thereon and issued by Chicago Title Insurance Company, (ii) were not caused by Buyer and (iii) are unacceptable to Buyer in Buyer’s sole and absolute judgment (a “Title Defect”), the Purchaser may Buyer shall notify the Sellers Seller in writing (a “Title Defect Notice”) of any Title Defects affecting assets Defect within five (5) days after Buyer received the last of the Entities Title Documents. Any facts or their Subsidiaries. The Purchaser’s notice asserting matters disclosed in the Title Defects shall include Documents and not objected to by Buyer in a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to Notice shall be deemed a “Permitted Exception.” Seller shall have five (5) days after receipt of the Title Defect, Defect Notice within which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove the Title Defect (“Seller’s Cure Period”), but Seller shall not be obligated to do so except as stated in the following sentence. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to remove mortgages and other liens or encumbrances of a definite and ascertainable amount on Seller’s fee simple interest in the Property that were not caused by Buyer (other than the lien of current real estate taxes, not yet due or payable), which the parties agree may be removed by the use of the proceeds of sale at Closing. Seller may make arrangements satisfactory to the Title Company for the cure or removal of record of any such Title Defect, but shall not be obligated to do so except as stated in the immediately preceding sentence. If any such Title Defect is not cured or otherwise provided for as aforesaid on or prior to the expiration of Seller’s Cure Period, Buyer may elect to either: (i) terminate this Agreement, or (ii) accept the Title Documents as is, with the right, however, to deduct the amount of any Title Defects represented by liens or encumbrances of a definite or ascertainable amount from the Purchase Price payable at Closing. Title Defects which are acceptable shall thereupon be deemed to be Permitted Exceptions. Such election shall be made by Buyer giving Seller written notice thereof within five (5) days after the earlier of (i) Buyer’s receipt of Seller’s notice, if any, of its inability or refusal to cure or remove the Title Defects and (ii) the expiration of said Seller’s Cure Period. If Buyer fails to make any election pursuant to this Section 3.3 within such five (5) day period, then Buyer shall be deemed to have elected to accept title to the Property subject to such Title Defects. The Sellers’ election Notwithstanding anything to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided contrary in this Section 3(a3.3, if Buyer shall not have received the Title Defect Notice from Buyer at least fifteen (15) are not remedied or cured days prior to Closing, then, subject Seller shall be deemed to the other provisions of have waived its rights pursuant to this Section 3, 3.3 and all facts or matters disclosed in the Aggregate Purchase Price Commitment shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertydeemed Permitted Exceptions.

Title Defects. I. As soon as reasonably practicable (and on an ongoing basis), but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of a) If Transferee or Parent discovers any Title Defects Defect or Environmental Defect affecting assets any of the Entities Subject Assets Transferee must notify Transferors of such alleged Title Defect or their SubsidiariesEnvironmental Defect must be within six (6) months of the Closing. The Purchaser’s To be effective, such notice asserting ("Title Defects shall include a reasonably detailed description Defect Notice" or "Environ- mental Defect Notice," respectively) must be in good faith and explanation must: (i) be in writing, (ii) describe the Title Defect or Environmental Defect in reasonable detail including the basis of the alleged defect (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser alleged variance in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property or Working Interest of any alleged Title Defect) and any supporting documents, (iii) identify the Net Revenue Interest for that property stated on Exhibit D, then the value of specific Subject Assets to which such Title Defect or Envir- onmental Defect relates, and (iv) include Transferee's good faith estimate of the cost to cure such Title Defect or Environmental Defect (the "Transferee's Estimated Cure Cost"). (b) Transferors agree to consider in good faith each of Transferee's Title Defect and Environmental Defect claims and Transferee's Estimated Cure Cost. If Transferors agree with Transferee's Estimated Cure Cost with respect to a parti- cular Title Defect or Environmental Defect, such costs shall be journalized (each a "Cure Cost"). If Transferors disagree that a Title Defect or Environ- mental Defect exists or the product Parties cannot agree on a Cure Cost, the Parties will submit such dispute to mediation. (c) Notwithstanding anything to the contrary herein, at the end of the Allocated Value for such property multiplied by Examina- tion Period, any matters that may otherwise constitute a fractionTitle Defect or Envir- onmental Defect, the numerator but of which is Transferors have not been specifically notified by Transferee in accordance with the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligationforegoing, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined deemed to have been waived by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyTransferee.

Title Defects. I. As soon as reasonably practicable (and on an ongoing basis), but no later than 5:00 p.m. Central Time MDT on MondayWednesday, October 23August 24, 2006 2005 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities Company, its Subsidiaries or their SubsidiariesFour Star. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or Company, its Subsidiary Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D“C”, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D “C” (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency descrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D“C”, of the affected Entity and Company, its Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property.

Title Defects. I. As soon Following the execution date of this Agreement until 5:00 p.m. Central Time on the expiration date of the Examination Period: (i) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as reasonably practicable (and on an ongoing basis)promptly as practicable, but no later than the expiration of the Examination Period of such alleged Title Defect, except as otherwise expressly set forth herein. To be effective, such notice must (A) be in writing, (B) be received by Seller by 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets expiration date of the Entities or their Subsidiaries. The Purchaser’s notice asserting Examination Period, (C) describe the Title Defects shall include a reasonably detailed description and explanation Defect in sufficient, specific detail (including any available supporting documentationalleged variance in the Net Revenue Interest), (D) of each Title Defect claimed, identify the assets affected, and the value that the Purchaser in good faith attributes to the specific Asset or Assets affected by such Title Defect, and (E) include the value of such Title Defect as determined by Buyer. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes of this Article XI but not exceed for purposes of the Special Warranty of title provided for in the Assignment. Any notice delivered hereunder may be preliminary in nature and supplemented prior to, but no later than, the expiration of the Examination Period. (ii) Upon the receipt of such effective notice from Buyer, Seller may (A) attempt to cure such Title Defect at any time prior to the Closing, (B) exclude the affected Asset from the sale and reduce the Initial Consideration Payment by the Allocated Value of such property. The Purchaser affected Asset, or (C) if Seller is unable to cure such Title Defect prior to the Closing, Seller may convey the affected Asset and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, Initial Consideration Payment at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price Closing shall be reduced by the aggregate value of all Title Defect Value for such uncured Title DefectsAsset (but in no event greater than the Allocated Value for such affected Asset) and, determined as follows: (1) where in the Sellers agree in writing with the value of event the Title Defect is cured post-Closing, Buyer shall pay Seller such amount, if any, as provided under Section 11.1(c)(v) below. (iii) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; below: (2A) if If the Title Defect is a lienlien or encumbrance upon any Asset, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) is the amount necessary to be paid to remove the obligee to remove lien or encumbrance from the affected Asset. (B) If the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property asserted is positive and the Title Defect represents a discrepancy between that the Net Revenue Interest attributable to any Asset is less than that stated in Schedule 3.8, then the Title Defect Value shall be the absolute value of the number determined by the following formula: Title Defect Value = A x (1-[B/C]) A = Allocated Value for the affected Asset as set forth in Schedule 3.8 Provided, however, that notwithstanding anything to the contrary in this clause (B), if the Working Interest of any such property and Well as set forth on Exhibit A –Part II is not reduced in the same proportion as the Net Revenue Interest for that property stated set forth on Exhibit DA –Part II is reduced, then clause (C) shall apply and this clause (B) shall not apply. (C) If the Working Interest attributable to any Asset is greater than that stated in Exhibit A –Part II, then the value of such Title Defect Value shall be take into account the product of relative change in the interest from Exhibit A –Part II and the appropriate Allocated Value for attributed to such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D Asset. (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4D) if If the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of Asset (including any increase in Working Interest for which there is not a type not described proportionate increase in subsections (1), (2Net Revenue Interest) or (3) abovefor which the economic detriment to Buyer is unliquidated, the value amount of the Title Defect Value shall be determined by taking into account the Allocated Value for of the property so affectedaffected Asset, the portion of the property Asset affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected propertyAsset, and the Title Defect Values placed upon the Title Defect by Buyer and Seller. (E) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (F) The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. For the avoidance of doubt, the Title Defect Value of a single, discrete Title Defect that affects multiple Assets shall be determined based on the proportionate aggregate amount of Allocated Values of the Assets so affected on a Title Defect by Title Defect basis (G) Such other factors as are appropriate reasonably necessary to make a proper evaluation. (H) Notwithstanding anything herein to the contrary, in each case net to no event shall a Title Defect Value exceed the interest, as represented on Exhibit D, Allocated Value of the Asset affected Entity and its Subsidiaries in the affected propertythereby.

Title Defects. I. As soon Within fifteen (15) days after receipt by ------------- Purchaser of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as reasonably practicable (and on an ongoing basis"Required Cure Items"), but no later than 5:00 p.m. Central Time on Mondayto be removed, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities cured or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes insured over at or prior to the Closing and shall deposit with the Title DefectCompany releases or other appropriate instruments, which shall not exceed in recordable form, sufficient to cause the Allocated Value removal of such property. The Purchaser and items from the Sellers title (provided, however, that in no event shall meet periodically Seller be required to attempt to agree on resolution pay more than One Hundred Million Dollars ($100,000,000.00) in the aggregate with respect to Title Defects. The Sellers Required Cure Items), and (b) shall have notify Purchaser in writing within ten (10) days after receipt of the rightDisapproval Notice whether Seller will cause all or any of such other Defects to be removed, but not the obligation, to attempt, cured or insured over at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, thenand Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. Any Defect shown on the Title Commitment, the Survey or the Lien Searches, or on any update of the Title Commitment, the Survey or the Lien Searches, and not noted by Purchaser in a Disapproval Notice within the required time period shall be deemed to be a Permitted Exception. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the other provisions Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of One Hundred Million Dollars ($100,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value 3.2. If any other update of the Title Defect Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Purchaser’s noticecontrary contained in this Agreement, that value any insurance obtained by Seller over a Defect or a Required Cure Item shall be the value of by endorsement to the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed Policy in form and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary substance reasonably acceptable to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyPurchaser.

Title Defects. I. As soon A. The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than three (3) days prior to the Closing Date, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall include a description of each Title Defect and the interests affected thereby, the Purchaser's requirements for the rectification thereof, the value allocated by Purchaser acting reasonably to each affected interest and the amount, in Purchaser's opinion, acting reasonably, by which the value of each affected interest has been reduced by the defect or omission. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than one (1) day prior to the Closing Date. Failure to include a defect or omission in a written notice shall be deemed to be a waiver of such defect or omission for the purposes of this Article 8. B. Insofar as reasonably practicable (and on an ongoing basis)the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”)subject to clause 10.4 with respect to prior third party rights and required consents, the Purchaser may notify elect at or before the Sellers in writing of Title Defects affecting assets Closing Date by written notice to the Vendor, to do one of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation following: (including any available supporting documentationa) of each Title Defect claimeddelay the Closing Date to such later date as is agreed between the Parties, so as to provide the assets affected, and Vendor with additional time to cure the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to remaining Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s; (b) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all waive such uncured Title Defects, determined as follows: Defects and proceed with Closing; or (1c) where the Sellers agree in writing with cumulative amount by which the value of the Title Defect as affected interests has been reduced is, in Purchaser's opinion acting reasonably, 5% or more of the Purchase Price, in addition to the elections set forth out in Subclause 8.2 B(a) and (b), Vendor or Purchaser may terminate this Agreement upon written notice to the Purchaser’s noticeother, that value and the Parties shall have no further obligation to each other hereunder, except for obligations arising pursuant to Article 11. However, failure of the Purchaser to make an election at or before the Closing Date pursuant to Subclause 8.2B shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary deemed to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected election by the Title Defect, the legal effect Purchaser pursuant to Paragraph (b) of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertythis Subclause.

Title Defects. I. As soon as reasonably practicable (and on an ongoing basisa) At least 15 days prior to Closing (the "Notification Deadline"), but no later than 5:00 p.m. Central Time on MondayBuyer shall notify BRG in writing (such notice being herein referred to as a "Defect Notice") of any matter that causes the title of BRG or any of the BRG Partnerships or any of the 1997-I Program Participants to any of the Units, October 23Lease or ▇▇▇▇▇ not to be Good and Defensible Title (a "Title Defect"). Such Defect Notice shall include: (i) a description of the Title Defect and the basis for claiming same; (ii) the Lease, 2006 Unit or Well (or portions thereof) affected by such Title Defect; (iii) the “Objection Buyer's proposed Designated Value of the property subject to such Title Defect; and (iv) the amount that Buyer believes to be the Defect Value attributable to such Title Defect. Additionally, from the date hereof until the fifth day prior to the Notification Deadline”), the Purchaser may BRG shall, and shall cause their respective officers and employees to, notify the Sellers Buyer in writing of any Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects discovered by such Person promptly following such discovery. (b) BRG shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost use its best efforts to cure, at BRG's sole cost and expense (which costs and expenses will be reflected in the Adjusted Working Capital reflected in the Closing Balance Sheet), all Title Defect. In the event that any Title Defect(s) as to Defects of which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured it becomes aware prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net with respect to the interestany Title Defects that are cured, as represented on Exhibit Dshall provide Buyer with reasonably satisfactory proof thereof; provided, of the affected Entity however, that Sellers shall not be required to use such best efforts with respect to any Title Defects for which Sellers' Representative and its Subsidiaries in the affected propertyBuyer have agreed upon a Defect Value.

Title Defects. I. (a) (i) Buyer may seek to cause LandAmerica Commercial Services, Dallas, Texas (the “Title Company”) to deliver to Buyer a commitment for a title insurance policy in favor of Buyer with respect to the Real Property leased by Waskom and comprising W▇▇▇▇▇’▇ gas processing plant located in Waskom, Texas as more fully described, by a full and complete legal description, in Schedule 2.05(a)(1) hereto (the “Waskom Site”), such policy to be a standard form Texas title insurance policy in favor of Buyer insuring W▇▇▇▇▇’▇ leasehold interest in the Waskom Site (the “Waskom Title Policy”). Buyer shall be responsible for the payment of all costs and expenses associated with the issuance of the Waskom Title Policy and Sellers shall use their commercially reasonable efforts to deliver to the Title Company any affidavits, agreements or other documents or assurances reasonably necessary to cause the issuance of the Waskom Title Policy. Buyer agrees that it will not delay the Closing, if all other conditions to the occurrence of the Closing shall have then been satisfied in accordance with the provisions of this Agreement, due to the unavailability of such title commitment provided that the provisions of this sentence shall not restrict Buyer’s ability to object to Title Defects pursuant to Section 2.05(b) below. (i) Buyer may seek to cause a Texas registered and licensed professional surveyor identified by Buyer to deliver to Buyer a current survey with respect to the Waskom Site to meet the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Buyer agrees that it will not delay the Closing, if all other conditions to the occurrence of the Closing shall have then been satisfied in accordance with the provisions of this Agreement, due to the unavailability of such survey within the time frame specified above, provided that the provisions of this sentence shall not restrict Buyer’s ability to object to any Title Defects pursuant to Section 2.05(b) below. (b) As soon as reasonably practicable (following the date of this Agreement, and on an ongoing basis), but in no event later than 5:00 p.m. Central Time on Monday15 Business Days prior to the Closing Date, October 23Buyer shall deliver to Sellers written notices identifying each matter that it believes in good faith to be a Title Defect, 2006 together with a reasonable, good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and reasonable written documentation to support Buyer’s claims of each such Title Defect (the “Objection DeadlineTitle Defect Notice”). In order for Sellers to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Sellers and their representatives copies of any documents used to determine the existence of a Title Defect and the estimated Title Defect Amount. (c) If Sellers disagree with the existence of a Title Defect or the associated Title Defect Amount, then Sellers shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 5 Business Days after their receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Sellers’ grounds for such disagreement, the Title Defect Amount estimated by Sellers therefore, or both, as the case may be. To the extent Sellers do not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within 5 Business Days after receipt of the applicable Title Defect Notice, Sellers shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (d) If a Notice of Disagreement is timely provided by Sellers, Buyer and Sellers shall use commercially reasonable efforts for a period of 3 Business Days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, Sellers and Buyer agree that they will turn the dispute over to an independent, experienced real estate attorney who is practicing law with a regional law firm that is nationally recognized in the midstream oil and gas industry, that is mutually agreed upon by Sellers and Buyer (the “Title Defect Arbitrator”), to resolve any remaining disagreements. (e) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 10 Business Days) following the Purchaser date on which such dispute is referred to the Title Defect Arbitrator the existence of any alleged Title Defect or the disputed Title Defect Amount, as the case may notify require, identified in the Sellers Notice of Disagreement and not previously resolved by the parties. Each party shall set forth in writing of Title Defects affecting assets of its position regarding the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) existence of each alleged Title Defect claimed, and Title Defect Amount referred to the assets affectedTitle Defect Arbitrator for resolution, and the value that Title Defect Arbitrator shall be required to select the Purchaser in good faith attributes to position of either one party or the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution other with respect to each such Title DefectsDefect or Title Defect Amount, as the case may require. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value costs of the Title Defect as set forth in the Purchaser’s notice, that value Arbitrator shall be the value of the Title Defect; (2) if allocated by the Title Defect is a lien, encumbrance or other charge Arbitrator between the parties based upon a property which is undisputed and liquidated in amount, then the value positions on the Title Defects asserted by the parties ultimately selected by the Title Defect Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the lesser parties and shall be enforceable in any court having jurisdiction. (f) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (Ai) the Allocated Value a Title Defect that is not contested under any Notice of such property Disagreement, (ii) a Title Defect that is mutually agreed upon or deemed agreed upon by Buyer and Sellers or (Biii) the amount necessary to be paid to the obligee to remove the a Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for recognized as such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value determination of the Title Defect Arbitrator pursuant to Section 2.05(e) above. An “Agreed-Upon Title Defect Amount” shall be determined mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement, (ii) a Title Defect Amount that is mutually agreed upon or deemed agreed upon by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Buyer and Sellers or (iii) a Title Defect, the legal effect of the Title Defect, the potential economic effect Defect Amount recognized in a determination of the Title Defect over the life of the affected property, and such other factors as are appropriate Arbitrator pursuant to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertySection 2.05(e) above.

Title Defects. I. As soon No later than five (5) days prior to the expiration of the Due Diligence Period, Buyer shall deliver a notice to each Seller, as reasonably practicable applicable, of the existence of any exceptions in each Title Commitment (other than Permitted Exceptions) that are unsatisfactory to Buyer (such exceptions being called “Title Defects”). Notwithstanding the foregoing, Buyer need not provide Seller with written notice under this Section 3.2 or Section 3.3 of its objection to any mortgages or deeds of trust that are created by a Seller or its predecessors in title, and on an ongoing basisrelated financing documentation recorded against the Property, Mechanic’s Liens (as defined below), but no later than 5:00 p.m. Central Time on Mondaytax liens encumbering the Property, October 23and all other monetary liens encumbering the Property (collectively, 2006 (the “Objection DeadlineMandatory Cure Items”), all of which, to the Purchaser may extent that they are reflected in the Title Commitments, shall be deemed Title Defects that Seller is obligated hereunder to remove at or prior to Closing. If Buyer timely notifies a Seller of the existence of any Title Defects for a Seller’s Individual Property, then such Seller shall have five (5) days within which to notify Buyer whether such Seller intends to cure such Title Defects, and the Sellers in writing failure by such Seller to notify Buyer within such 5-day period shall be deemed conclusively to be such Seller’s notice to Buyer of such Seller’s decision not to cure the Title Defects. If Buyer does not deliver such notice of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall does not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value ofdo so timely, or cost does not list any particular title objection, in each instance other than Mandatory Cure Items that Seller is obligated to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied remove at or cured prior to Closing, then, subject then Buyer shall be deemed to have waived any and all objections to the other provisions state of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of title identified in such Title Commitment relating to such Individual Property not expressly identified as a Title Defect in any such notice (and all such uncured matters not so expressly identified, other than Mandatory Cure Items, shall become Permitted Exceptions). If a Seller notifies, or is deemed to have notified, Buyer of its intention not to cure any Title DefectsDefects with respect to such Seller’s Individual Property, determined then Buyer shall have five (5) days from the date of such Seller’s notification (or the date such Seller is deemed to have notified Buyer) to notify Sellers of its decision whether to (a) take title to the Individual Property as follows: such Seller may give (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s noticei.e., that value shall be the value of waive the Title Defect; (2) if the Title Defect is a lien), encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value without abatement of the Title Defect Purchase Price, or (b) terminate this Agreement with respect to all of the Property and all Sellers, and in the latter event, the Deposit shall be the lesser of (A) the Allocated Value of promptly returned to Buyer and this Agreement shall terminate. If a Seller agrees to cure any Title Defects with respect to such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, Seller’s Individual Property and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected property.Title

Title Defects. I. (a) As soon as reasonably practicable (following the date of this Agreement, and on an ongoing basis), but in no event later than 5:00 p.m. Central Time on Monday30 days following the date of this Agreement, October 23Buyer shall deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 2006 together with a reasonable, good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Objection DeadlineTitle Defect Notice”). In order for Seller to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Seller and its representatives copies of any documents used to determine the existence of a Title Defect and the estimated (x) cost of curing a Title Defect or (y) if such Title Defect cannot be cured, Damages resulting from the existence of such Title Defect. (b) If Seller disagrees with the existence of a Title Defect or the associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 10 days after its receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within 10 days after its receipt of the applicable Title Defect Notice, Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (c) If a Notice of Disagreement is timely provided by Seller, Buyer and Seller shall use commercially reasonable efforts for a period of 10 days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, Seller and Buyer agree that within a further 15 day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or as otherwise mutually agreed upon by Seller and Buyer (the “Title Defect Arbitrator”), to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the Purchaser designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such Title Defect Arbitrator shall hear all matters submitted under this Section 2.05(c). (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 30 days) following the date on which such dispute is referred to the Title Defect Arbitrator the existence of any alleged Title Defect or the disputed Title Defect Amount, as the case may notify require, identified in the Sellers Notice of Disagreement and not previously resolved by the parties. Each party shall set forth in writing its position regarding the existence of each alleged Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description Defect and explanation (including any available supporting documentation) of each Title Defect claimed, Amount referred to the assets affectedTitle Defect Arbitrator for resolution, and the value that Title Defect Arbitrator shall be required to select the Purchaser in good faith attributes to position of either one party or the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution other with respect to each such Title DefectsDefect or Title Defect Amount, as the case may require. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value costs of the Title Defect as set forth in the Purchaser’s notice, that value Arbitrator shall be borne entirely by the value of the Title Defect; (2) if party which does not have its position selected by the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the lesser parties and shall be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (Ai) the Allocated Value a Title Defect that is not contested under any Notice of such property Disagreement, (ii) a Title Defect that is mutually agreed upon or deemed agreed by Buyer and Seller or (Biii) the amount necessary to be paid to the obligee to remove the a Title Defect resulting from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value determination of the Title Defect Arbitrator pursuant to Section 2.05(d) above. An “Agreed-Upon Title Defect Amount” shall be determined mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement, (ii) a Title Defect Amount that is mutually agreed upon or deemed agreed by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Buyer and Seller or (iii) a Title Defect, the legal effect of the Title Defect, the potential economic effect Defect Amount resulting from a determination of the Title Defect over the life of the affected property, and such other factors as are appropriate Arbitrator pursuant to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertySection 2.05(d) above.

Title Defects. I. As soon Within fifteen (15) days after receipt by Purchaser of ------------- the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as reasonably practicable (and on an ongoing basis"Required Cure Items"), but no later than 5:00 p.m. Central Time on Mondayto be removed, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities cured or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes insured over at or prior to the Closing and shall deposit with the Title DefectCompany releases or other appropriate instruments, which shall not exceed in recordable form, sufficient to cause the Allocated Value removal of such property. The Purchaser and items from the Sellers title (provided, however, that in no event shall meet periodically Seller be required to attempt to agree on resolution pay more than Eight Million Dollars ($8,000,000.00) in the aggregate with respect to Title Defects. The Sellers Required Cure Items), and (b) shall have notify Purchaser in writing within ten (10) days after receipt of the rightDisapproval Notice whether Seller will cause all or any of such other Defects to be removed, but not the obligation, to attempt, cured or insured over at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, thenand Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the other provisions Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Eight Million Dollars ($8,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value 3.2. If any other update of the Title Defect Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Purchaser’s noticecontrary contained in this Agreement, that value any insurance obtained by Seller over a Defect or a Required Cure Item shall be the value of by endorsement to the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed Policy in form and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary substance reasonably acceptable to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyPurchaser.

Title Defects. I. As soon as reasonably practicable Buyer shall notify Seller in writing of Title Defects (and on an ongoing basis“Title Defect Notice(s), but ”) no later than 5:00 p.m. Central Time on Monday, October 23, 2006 the tenth (10th) Business Day prior to the Closing Date (the “Objection DeadlineTitle Claim Date”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects Defect Notice shall include a reasonably detailed description and explanation state with reasonable specificity: (including any available supporting documentationi) of each the Asset affected; (ii) the particular Title Defect claimed, the assets affected, and the value that the Purchaser in ; (iii) Buyer’s good faith attributes estimate of the amount the Title Defect reduces the Allocated Value of the affected Asset (such amount being the “Defect Value”); and (iv) appropriate documentation, if any, substantiating Buyer’s claim. Without limiting Seller’s Special Warranty, Buyer shall conclusively be deemed to have waived any Title Defects not asserted by a Title Defect Notice no later than 5:00 p.m. Central Time on the Title Claim Date. For all Title Defects asserted in Title Defect Notices, Seller shall have the option of (a) curing the Title Defect, which shall not exceed (b) contesting the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver or Buyer’s good faith estimate of Sellers’ right to dispute the existenceDefect Value, nature or value of, or cost to cure, (c) adjusting the Title Defect. In Purchase Price downward by Buyer’s good faith estimate of the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, thenDefect Value, subject to the other provisions of this Section 3limitations set forth below, or (d) excluding the Aggregate affected Asset and reducing the Purchase Price by the Allocated Value thereof. Seller shall notify Buyer in writing of its election no more than five (5) Business Days following its receipt of a Title Defect Notice, and Seller's failure to make an election shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: deemed an election under clause (1c) where the Sellers agree in writing with the value of the Title preceding sentence. The Defect as set forth in the Purchaser’s notice, that value Value shall be determined pursuant to the value of the Title Defect; following guidelines, where applicable: (2a) if the Title Defect is a lien, encumbrance causes the actual Net Revenue Interest attributable to any Well (or other charge upon a property which is undisputed and liquidated the specified zone(s) therein) to be less than that stated in amountExhibit A, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for of such property Asset, multiplied by a fraction, the numerator of which is the decrease in difference between the Net Revenue Interest set forth in Exhibit A and the actual Net Revenue Interest to the extent such difference is caused by the asserted Title Defect, and the denominator of which is the Net Revenue Interest stated on in Exhibit D A; (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4b) if the Title Defect represents an obligationcauses Seller to have a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit A, encumbrancewithout a corresponding increase in the Net Revenue Interest, burden or charge upon or other defect in title the Defect Value shall be equal to the affected property present value (discounted at 10% compounded annually) of the increase in the costs and expenses reasonably forecasted by Seller and Buyer with respect to such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Seller’s Working Interest that is caused by the asserted Title Defect; (c) if the Title Defect results from the existence of a type lien, security interest, pledge or collateral assignment created by, through or under Seller, the Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge or collateral assignment; (d) if the Title Defect results from any matter not described in subsections paragraphs (1a), (2b) or (3c) above, the Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect shall be determined by and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected propertyAsset); (e) if a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, and such other factors as are appropriate to make a proper evaluationfact shall be taken into account in determining the Defect Value. In no event, in each case net to however, shall the interest, as represented on Exhibit D, total of the affected Entity and its Subsidiaries in Defect Values related to a particular Asset exceed the affected propertyAllocated Value of such Asset.

Title Defects. I. (a) As soon as reasonably practicable (following the date of this Agreement, and on an ongoing basis), but in no event later than 5:00 p.m. Central Time on Mondaysixty (60) days from the date hereof, October 23Buyer shall deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 2006 together with a good faith estimate of the associated cost of curing such defect (the “Objection DeadlineTitle Defect Amount”) for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”); it being understood that neither the delivery nor cure or resolution of such Title Defect Notice shall be a condition to the occurrence of the Closing. In order for Seller to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Seller and its representatives copies of any documents used to determine the existence of a Title Defect and the estimated cost to cure any Title Defect. Buyer shall include in the Title Defect Notice only Title Defects that are reasonably believed, in good faith, to individually cost in excess of $25,000 to cure. For purposes of calculating the cost of a Title Defect, the Parties shall value (i) rights-of-way at $25 per rod and (ii) surface leases and fee properties at fair market value. (b) If Seller disagrees with the existence of a Title Defect or the associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within thirty (30) days after its receipt of the applicable Title Defect Notice, it being understood that neither the delivery nor cure or resolution of such Notice of Disagreement shall be a condition to the occurrence of the Closing. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within the time period specified in this Section 2.7(b), Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (c) If a Notice of Disagreement is timely provided by Seller, Buyer and Seller shall use commercially reasonable efforts for a period of thirty (30) days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either Party, Seller and Buyer agree that within a further fifteen (15) day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or as otherwise mutually agreed upon by Seller and Buyer (the “Title Defect Arbitrator”), to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the Purchaser designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such Title Defect Arbitrator shall hear all matters submitted under this Section 2.7(c). (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within thirty (30) days following the date on which such dispute is referred to the Title Defect Arbitrator) the existence of any alleged Title Defect or the disputed Title Defect Amount, as the case may notify require, identified in the Sellers Notice of Disagreement and not previously resolved by the Parties. Each Party shall set forth in writing its position regarding the existence of each alleged Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description Defect and explanation (including any available supporting documentation) of each Title Defect claimed, Amount referred to the assets affectedTitle Defect Arbitrator for resolution, and the value that Title Defect Arbitrator shall be required to select the Purchaser in good faith attributes to position of either one Party or the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution other with respect to each such Title Defect or Title Defect Amount, as the case may require. Each Party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of any alleged Title Defects. The Sellers shall have Buyer, on the rightone hand, but not the obligationand Seller, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to on the other provisions of this Section 3hand, shall share equally the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defectscosts, determined as follows: (1) where the Sellers agree in writing with the value expenses and fees of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the lesser Parties and shall be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (Ai) the Allocated Value a Title Defect that is not contested under any Notice of such property Disagreement timely given, (ii) a Title Defect that is mutually agreed upon by Buyer and Seller or (Biii) the amount necessary to be paid to the obligee to remove the a Title Defect resulting from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value determination of the Title Defect Arbitrator pursuant to Section 2.7(d) above. The date on which any Title Defect becomes an Agreed-Upon Title Defect pursuant to the foregoing is referred to as the “Title Defect Determination Date.” An “Agreed-Upon Title Defect Amount” shall be determined mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect Amount that is mutually agreed upon by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Buyer and Seller or (iii) a Title Defect, the legal effect of the Title Defect, the potential economic effect Defect Amount resulting from a determination of the Title Defect over the life of the affected property, and such other factors as are appropriate Arbitrator pursuant to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertySection 2.7(d) above.

Title Defects. I. As soon Within ten (10) days following the Effective Date, with respect to each of the Premises, Sellers shall order an ALTA title insurance commitment (with respect to each of the Premises, the “Title Commitment”) for an owner’s title insurance policy in the amount of the Purchase Price allocated to the Seller of such Premises from Jefferson Title Corporation in accordance with the provisions of Section 4(a) above. Jefferson Title Corporation shall serve as reasonably practicable “Referring Title Agent” to the Title Company and shall receive a referral fee from the Title Company pursuant to a separate agreement with the Title Company; provided that the Title Company delivers to Buyer an “Insured Closing Protection Letter” from Lawyers Title Insurance Corporation. The Title Commitment shall show Seller to be vested with good and marketable and insurable fee simple, or in the case of the Ground Leased Properties, leasehold, title to the Respective Premises and fee interest in all improvements and fixtures located on the Respective Premises, or in the case of the Ground Leased Properties, a fee for a period of time under the provisions of the Ground Leases, in an amount equal to the Allocated Purchase Price, free and clear of all Liens (and on an ongoing basisas defined below), but no later covenants, conditions, and rights-of-way other than 5:00 p.m. Central Time the Permitted Exceptions. Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the Title Commitments and any matter reflected on Monday, October 23, 2006 the Existing Survey (a “Title Defect”) unless Buyer shall have given the Seller of the Premises to which the objection relates a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice”) prior to the end of the day that is fifteen (15) days after the Effective Date (the “Objection DeadlineTitle Review Period”). Upon Buyer’s failure to timely object to any encumbrance or other title exception or matter reflected on the respective Title Commitment or the respective Existing Survey, and any update thereof, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance. Each Seller shall have the right to, at its sole option, elect, by written notice given to Buyer (“Seller’s Cure Notice”) within three (3) Business Days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimedidentified by Buyer in Buyer’s Title Notice; provided, however, Seller shall in all events have the assets affected, and the value that the Purchaser obligation to (i) act in good faith attributes in making such election and use commercially reasonable efforts to cure any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any new Title Defect that attaches to the Real Property subsequent to the conclusion of the Title Defect, which shall not exceed the Allocated Value Review Period. The failure of such propertySeller to deliver a Seller’s Cure Notice during the Seller’s Notice Period shall be deemed an election by such Seller not to cure such exceptions. The Purchaser and the Sellers shall meet periodically Should such Seller elect to attempt to agree on resolution with respect to Title Defects. The Sellers cure or remove any objection, such Seller shall have until two (2) Business Days prior to the right, but Applicable Closing Date (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not the obligation, to attempt, at their sole cost, to cure or remove any Title DefectsDefect, or in any event Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) upon written demand by Buyer to such Seller and Escrow Agent, to treat such Sellers Property as an Excluded Property hereunder, or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. The Sellers’ election failure of Buyer to attempt provide written notice to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; Seller within three (3) if Business Days following the Allocated Value for a property is positive and expiration of the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect Seller’s Notice Period waiving any objections Seller has not elected to cure shall be the product of the Allocated Value for such property multiplied deemed an election by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D Buyer to waive Title Defects under clause (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3ii) above. The term “Lien(s)” as defined herein shall mean, with respect to each Seller, liens and other encumbrances, assessments and/or indebtedness (including the value existing mortgage, deeds of the Title Defect shall be determined by taking into account the Allocated Value for the property so affectedtrust, the portion of the property affected by the Title Defectbut excluding any Permitted Encumbrances) including without limitation, the legal effect of the Title Defectlabor, the potential economic effect of the Title Defect over the life of the affected propertymaterialmens, mechanics’ liens, judgments and such other factors as are appropriate to make a proper evaluationfederal, in each case net to the interest, as represented on Exhibit D, of the affected Entity state and its Subsidiaries in the affected propertymunicipal tax liens.

Title Defects. I. (a) As soon as reasonably practicable (following the date of this Agreement, and on an ongoing basis), but in no event later than 5:00 p.m. Central Time on Monday30 days from the date hereof, October 23Buyer shall deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 2006 together with a good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Objection DeadlineTitle Defect Notice”). In order for Seller to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Seller and its representatives copies of any documents used to determine the existence of a Title Defect and the estimated cost to cure any Title Defect. Buyer shall include in the Title Defect Notice only Title Defects that are reasonably believed, in good faith, to individually cost in excess of $25,000 to cure. For purposes of calculating the cost of a Title Defect, the parties shall value (i) rights-of-way at $25 per rod and (ii) surface leases and fee properties at fair market value. (b) If Seller disagrees with the existence of a Title Defect or the associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 30 days after its receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within the time period specified above in this Section 2.03(b), Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (c) If a Notice of Disagreement is timely provided by Seller, Buyer and Seller shall use commercially reasonable efforts for a period of 30 days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, Seller and Buyer agree that within a further 15 day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or as otherwise mutually agreed upon by Seller and Buyer (the “Title Defect Arbitrator”), who shall be entitled to engage experts in the Purchaser natural gas and gas gathering industry in the United States to assist in making his or her determination, to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such Title Defect Arbitrator shall hear all matters submitted under this Section 2.03(c). (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 30 days) following the date on which such dispute is referred to the Title Defect Arbitrator the existence of any alleged Title Defect or the disputed Title Defect Amount, as the case may notify require, identified in the Sellers Notice of Disagreement and not previously resolved by the parties. Each party shall set forth in writing its position regarding the existence of each alleged Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description Defect and explanation (including any available supporting documentation) of each Title Defect claimed, Amount referred to the assets affectedTitle Defect Arbitrator for resolution, and the value that Title Defect Arbitrator shall be required to select the Purchaser in good faith attributes to position of either one party or the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution other with respect to each such Title Defect or Title Defect Amount, as the case may require. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of any alleged Title Defects. The Sellers shall have Buyer, on the rightone hand, but not the obligationand Seller, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to on the other provisions of this Section 3hand, shall share equally the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defectscosts, determined as follows: (1) where the Sellers agree in writing with the value expenses and fees of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if Arbitrator and any experts retained by the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the lesser parties and shall be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (Ai) the Allocated Value a Title Defect that is not contested under any Notice of such property Disagreement timely given, (ii) a Title Defect that is mutually agreed upon by Buyer and Seller or (Biii) the amount necessary to be paid to the obligee to remove the a Title Defect resulting from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value determination of the Title Defect Arbitrator pursuant to Section 2.03(d) above. The date on which any Title Defect becomes an Agreed-Upon Title Defect pursuant to the foregoing is referred to as the “Title Defect Determination Date.” An “Agreed-Upon Title Defect Amount” shall be determined mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect Amount that is mutually agreed upon by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Buyer and Seller or (iii) a Title Defect, the legal effect of the Title Defect, the potential economic effect Defect Amount resulting from a determination of the Title Defect over Arbitrator pursuant to Section 2.03(d) above; provided, however, that (x) the life Agreed-Upon Title Defect Amount in respect of any Title Defect relating to Company Real Property owned or leased by Bighorn shall be equal to 51.0% of the affected property, applicable Title Defect Amount and such other factors as are appropriate (y) the Agreed-Upon Title Defect Amount in respect of any Title Defect relating to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, Company Real Property owned or leased by Fort Union shall be equal 37.04% of the affected Entity and its Subsidiaries in the affected propertyapplicable Title Defect Amount.

Title Defects. I. As soon A. The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than ten (10) business days prior to the Closing Date, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects on or before the Closing Date. B. Insofar as reasonably practicable the Title Defects described in the Purchaser's notice (and on an ongoing basis)the "Affected Interests") have not been cured to the Purchaser's reasonable satisfaction, but no later than 5:00 p.m. Central Time on Monday, October 23, 2006 (the “Objection Deadline”)subject at all times to Clause 10.04 with respect to prior third party rights, the Purchaser may notify elect, at or before the Sellers in writing of Title Defects affecting assets Closing Date by notice to the Vendor, to do one of the Entities following: (a) where the cumulative amount by which the value of the Assets has been reduced is, in Purchaser's opinion, acting reasonably, less than Four Hundred and Seventy-Five Thousand ($475,000.00) Dollars, Purchaser shall complete the purchase of Vendor's interest in and to the Assets without any adjustment of the Purchase Price. (b) where the cumulative amount by which the value of the Assets has been reduced is, in Purchaser's opinion, acting reasonably, equal to or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description greater than Four Hundred and explanation Seventy-Five Thousand (including any available supporting documentation$475,000.00) of each Title Defect claimedDollars, the assets affected, following options shall arise: (i) the Parties may delay Closing to a mutually agreeable time and the value that the Purchaser in good faith attributes to the Title Defect, date during which time Vendor shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, make further attempts to cure or remove any the uncured Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any said Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are Defects have not remedied or been cured prior to ClosingDecember 1, then1997, subject the elections set out in this Paragraph 8.02B(b) shall once again be made; or (ii) Purchaser may waive the uncured Title Defects, in which case all of Vendor's interest in and to the other provisions of this Section 3, Assets shall be purchased by Purchaser without an adjustment to the Aggregate Purchase Price; or (iii) Purchaser shall purchase Vendor's interest in and to the Assets in which case the Purchase Price shall be reduced adjusted by an amount equal to that number arrived at by subtracting $475,000.00 from the value attributed to the Affected Interest by the aggregate value Parties, or any arbitrator, such that only positive values resulting from this calculation are to be adjusted. Provided that in reaching the mutually agreed upon value, the Parties, or any arbitrator appointed hereunder, shall take into account the probability of all such uncured the Title Defects, determined as follows: Defect actually materializing having regard to the particular circumstances. (1c) where the Sellers agree in writing with cumulative amount by which the value of the Title Defect as set forth Assets has been reduced, in the Purchaser’s notice's opinion, that value shall be the value acting reasonably, by Twenty (20%) Percent or more of the Title Defect; (2) if Purchase Price then, in addition to the Title Defect is a lienelections set out in Clause 8.02B(b), encumbrance either Vendor or Purchaser may terminate this Agreement upon written notice to the other Party, in which case Vendor shall forthwith return the Deposit and accrued interest to Purchaser and the Parties shall have no further obligation to each other hereunder, and shall have no right to claim further damages or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyremedies.

Title Defects. I. As soon as reasonably practicable If the Title Commitment or Survey discloses with respect to the Property, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall notify Seller of any Unacceptable Title Matter related to the Property on or before the date which is twenty (20) business days after the Purchaser receives both the Title Commitment (and on an ongoing basis)complete copies of the documents of record disclosed by the Title Commitment) and Survey (such twenty (20) business day period from the final delivery to Purchaser of the Title Commitment, but copies of documents of record and Survey being hereinafter referred to as the “Title Review Period” for the Property, provided such notice shall be delivered to Seller, if at all, no later than 5:00 p.m. Central Time on Monday, October 23, 2006 five (5) business days prior to the “Objection Deadline”end of the Due Diligence Period), and Seller shall have ten (10) business days from the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to the Title Defect, which shall not exceed the Allocated Value date of such property. The Purchaser and notice to have each such Unacceptable Title Matter removed (without any obligation to do so, except Seller will be obligated to remove at Closing any monetary liens encumbering the Sellers shall meet periodically Property), or, to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the rightTitle Insurer commit to insure over such Unacceptable Title Matter, but not the obligation, in a manner reasonably acceptable to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as (provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is Insurer fails to insure over such Unacceptable Title Matter, Purchaser may terminate this Agreement, and as its sole remedy receive a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value refund of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1▇▇▇▇▇▇▇ Money), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and to correct each such other factors as are appropriate to make a proper evaluationmatter, in each case net to the interestreasonable satisfaction of Purchaser. If within the time specified, Seller fails to have each such Unacceptable Title Matter removed, insured over or corrected as represented on Exhibit Daforesaid, Purchaser may elect to either (i) terminate this Agreement and receive a refund of the affected Entity and its Subsidiaries in ▇▇▇▇▇▇▇ Money, or (ii) elect to accept title to the affected propertyProperty subject to the Unacceptable Title Matter with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (i) above.

Title Defects. I. As soon Within ten (10) days of Buyer’s receipt of the latter of the Title Commitment or the Survey (as reasonably practicable defined in Section 6 (and on an ongoing basisg) below), but no later than 5:00 p.m. Central Time on Mondayand in any event prior to the expiration of the Due Diligence Period, October 23Buyer shall object in writing to any condition of title not satisfactory to Buyer, 2006 in Buyer’s sole discretion (the hereinafter referred to as a “Objection DeadlineTitle Defect”), . Seller shall notify Buyer within five (5) business days after receipt of Buyer’s written objection to the Purchaser may notify the Sellers in writing of Title Defects affecting assets whether Seller will cure the Objections. If Seller does not respond within said period, Seller, ELFP and Khair shall be deemed to have elected to not cure the Objections. Seller shall not have any obligation to cure any Title Defect except as otherwise expressly stated in this Section. ▇▇▇▇▇▇ shall (and, upon satisfaction of the Entities or their Subsidiaries. The Purchaser’s notice asserting Buy-Out Contingency, ELFP and Khair shall), without limitation, be responsible for the payment and satisfaction and discharge of record of any and all Title Defects shall include a reasonably detailed description of an ascertainable monetary value to the extent not in excess of $750,000 in the aggregate for all of the Property), said amount being exclusive of deeds to secure debt and explanation other encumbrances filed against the Property with the consent of ▇▇▇▇▇▇, ELFP and/or Khair. If Seller does not agree (including any available supporting documentationor are deemed to not agree) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes to cure the Title Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect cannot be corrected prior to Closing despite the efforts that Seller may elect to undertake, Buyer may, at its option and as its sole and exclusive remedy, (a) terminate this Agreement and as a result Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer, whereupon neither party shall have any obligation or liability to the other except to the a provision of this Agreement expressly survives a termination, or (b) elect to accept such title as ▇▇▇▇▇▇, ELFP and Khair are able to convey and proceed to Closing without abatement of or adjustment to the Purchase Price (except for Title Defects of an ascertainable monetary value). If Buyer fails to notify Seller that Buyer is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value terminating this Agreement pursuant to this Section within ten (10) business days of the Title Defect expiration of the 10-day period, Buyer shall be the lesser of deemed to have selected option (Ab) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyprevious sentence.

Title Defects. I. As soon Within fifteen (15) days after receipt by Purchaser ------------- of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as reasonably practicable (and on an ongoing basis"Required Cure Items"), but no later than 5:00 p.m. Central Time on Mondayto be removed, October 23, 2006 (the “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Entities cured or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the assets affected, and the value that the Purchaser in good faith attributes insured over at or prior to the Closing and shall deposit with the Title DefectCompany releases or other appropriate instruments, which shall not exceed in recordable form, sufficient to cause the Allocated Value removal of such property. The Purchaser and items from the Sellers title (provided, however, that in no event shall meet periodically Seller be required to attempt to agree on resolution pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Title Defects. The Sellers Required Cure Items), and (b) shall have notify Purchaser in writing within ten (10) days after receipt of the rightDisapproval Notice whether Seller will cause all or any of such other Defects to be removed, but not the obligation, to attempt, cured or insured over at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a Title Defect shall not constitute a waiver of Sellers’ right to dispute the existence, nature or value of, or cost to cure, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, thenand Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the other provisions Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure over any Defect that it has elected to remove, cure or insure over (or is deemed to have elected to remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value 3.2. If any other update of the Title Defect Commitment, or any update of the Lien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Purchaser’s noticecontrary contained in this Agreement, that value any insurance obtained by Seller over a Defect or a Required Cure Item shall be the value of by endorsement to the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed Policy in form and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary substance reasonably acceptable to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected propertyPurchaser.

Title Defects. I. As soon as reasonably practicable (and on an ongoing basis), but no later than Following the execution date of this Agreement until 5:00 p.m. Central Time on MondayNovember 2, October 23, 2006 2015 (the “Objection Defect Deadline”)): (i) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller no later than the Purchaser may notify Defect Deadline, of such alleged Title Defect, except as otherwise expressly set forth herein. To be effective, such notice must (A) be in writing, (B) be received by Seller by the Sellers Defect Deadline, (C) describe the Title Defect in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation specific detail (including any available supporting documentationalleged variance in the Net Revenue Interest), (D) of each Title Defect claimed, identify the assets affected, and the value that the Purchaser in good faith attributes to the specific Asset or Assets affected by such Title Defect, which and (E) include the estimated value of such Title Defect as determined by Buyer. To give Seller an opportunity to commence reviewing and curing any Title Defects, Buyer agrees to use reasonable efforts to give Seller, each Monday following the execution of this Agreement but prior to the Defect Deadline, written notice of all known Title Defects discovered by Buyer during the previous week. Buyer shall have no liability for failure to provide any such weekly notice and shall not exceed waive any other remedies under this Agreement as a result of such failure. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer by the Defect Deadline in accordance with the effective notice requirements set forth in this Section 11.1(b)(i), shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, for all purposes of this Article XI. Any notice delivered hereunder may be preliminary in nature and supplemented prior to, but no later than, the expiration of the Defect Deadline. (ii) Upon the receipt of such effective notice from Buyer if made prior to the Closing, Seller (at its sole expense) may or, may cause the Purchased Company (at Seller’s sole expenses) to: (A) attempt to cure such Title Defect at any time prior to the Closing, (B) exclude the affected Asset from the sale at Closing and reduce the Base Purchase Price by the Allocated Value of such property. The Purchaser and affected Asset, or (C) if Seller (or the Sellers shall meet periodically to attempt to agree on resolution with respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, Purchased Company) is unable to cure or remove any Title Defects. The Sellers’ election to attempt to cure a such Title Defect shall not constitute a waiver of Sellers’ right prior to dispute the existence, nature or value of, or cost to cureClosing, the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Base Purchase Price shall be reduced by the aggregate asserted Title Defect Value for such Asset (but in no event greater than the Allocated Value for such affected Asset). Upon the receipt of such effective notice from Buyer if made on or after the Closing but no later than the Defect Deadline, Seller may, all at Seller’s sole expense, attempt to cure such Title Defect at any time prior to (90) days after the Defect Deadline (the “Post-Closing Cure Deadline”). (iii) The value of all such uncured attributable to each Title Defects, determined as follows: Defect (1the “Title Defect Value”) where the Sellers agree that is asserted by Buyer in writing with the value of the Title Defect as notices shall be determined based upon the criteria set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; below: (2A) if If the Title Defect is a lienlien or encumbrance upon any Asset, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) is the amount necessary to be paid to remove the obligee to remove lien or encumbrance from the affected Asset. (B) If the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property asserted is positive and the Title Defect represents a discrepancy between that the Net Revenue Interest for such property and attributable to any Asset is less than that stated in Exhibit A-Part II or the Net Revenue Working Interest for attributable to any Asset is greater than that property stated on in Exhibit DA-Part II, then the value of such Title Defect Value shall be take into account the product of relative change in the interest from Exhibit A-Part II and the appropriate Allocated Value for attributed to such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D Asset. (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4C) if If the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of Asset (including any increase in Working Interest for which there is not a type not described proportionate increase in subsections (1), (2Net Revenue Interest) or (3) abovefor which the economic detriment to Buyer is unliquidated, the value amount of the Title Defect Value shall be determined by taking into account the Allocated Value for of the property so affectedaffected Asset, the portion of the property Asset affected by the Title Defect, the legal effect of the Title Defect, Defect and the potential economic effect of the Title Defect over the life of the affected propertyAsset. (D) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, and such fact shall be taken into account in determining the Title Defect Value. (E) Upon adjustment to the Base Purchase Price, the Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (F) Such other factors as are appropriate reasonably necessary to make a proper evaluation. (G) Notwithstanding anything herein to the contrary, in each case net to no event shall a Title Defect Value exceed the interest, as represented on Exhibit D, Allocated Value of the Asset affected Entity and its Subsidiaries in the affected propertythereby.