THE TERMINATION DATE (OR UNTIL SUCH EARLIER DATE AS BREITBURN NOTIFIES
QUICKSILVER IN WRITING THAT BREITBURN ASSUMES RESPONSIBILITY FOR MARKETING
ACTIVITIES FOR THE OIL AND GAS PROPERTIES), QUICKSILVER SHALL PROVIDE MARKETING,
TRANSPORTATION, GAS CONTROL, GAS SCHEDULING, AND CONTRACT ADMINISTRATION
SERVICES AS REASONABLY REQUESTED BY BREITBURN NECESSARY TO TRANSPORT AND SELL
THE OIL, GAS, AND OTHER PRODUCTION FROM THE OIL AND GAS PROPERTIES (THE
"MARKETING SERVICES"). NOTWITHSTANDING ANYTHING HEREIN PROVIDED TO THE CONTRARY,
QUICKSILVER'S OBLIGATION TO PROVIDE THE MARKETING SERVICES SHALL BE CONDITIONED
UPON BREITBURN TIMELY PROVIDING QUICKSILVER WITH WRITTEN NOTICE AND DIRECTION AS
TO THE QUANTITY OF OIL, GAS AND OTHER PRODUCTION FROM THE OIL AND GAS PROPERTIES
THAT SHOULD BE NOMINATED BY QUICKSILVER ON BEHALF OF BREITBURN AS WELL AS ALL
OTHER INFORMATION REQUIRED BY QUICKSILVER TO PERFORM THE MARKETING SERVICES
HEREUNDER, INCLUDING, WITHOUT LIMITATION, WRITTEN DESIGNATION OF THE PARTIES TO
WHOM SUCH PRODUCTION SHOULD BE SOLD.
(D)
SCOPE OF SERVICES. THE MARKETING SERVICES,
LAND ADMINISTRATION SERVICES AND ACCOUNTING SERVICES DESCRIBED ABOVE SHALL BE
SUBSTANTIALLY THE SAME AS SUCH MARKETING, LAND ADMINISTRATION AND ACCOUNTING
SERVICES WITH RESPECT TO THE OIL AND GAS PROPERTIES THAT QUICKSILVER PROVIDED
FOR ITS OWN BEHALF (OR ON BEHALF OF THE ACQUIRED COMPANIES OR THEIR AFFILIATES)
FOR THE MANAGEMENT OF THE OIL AND GAS PROPERTIES PRIOR TO THE CLOSING DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, QUICKSILVER IS NOT
OBLIGATED TO PROVIDE ANY SERVICES THAT QUICKSILVER DID NOT PERFORM WITH RESPECT
TO THE OIL AND GAS PROPERTIES FOR ITS OWN ACCOUNT (OR THE ACCOUNT OF THE
ACQUIRED COMPANIES) IMMEDIATELY PRIOR TO THE CLOSING
3
or perform any such Services in a manner substantially different from the manner
in which Quicksilver performed such Services for its own account (or the account
of the Acquired Companies) immediately prior to the Closing. At Quicksilver's
election all or any part of the Services may be performed or provided by any
Affiliate or Affiliates of Quicksilver or any service provider who has
historically provided the applicable Service to Quicksilver. To the extent any
Services are performed or provided by an Affiliate of Quicksilver or any such
service provider, such Services shall nevertheless be considered as having been
performed or provided by Quicksilver hereunder.
4.
PAYMENTS AND REIMBURSEMENTS.
(a)
Notwithstanding anything in this Agreement
to the contrary, Quicksilver shall not be obligated to make or advance any
payments on behalf of BreitBurn, the Acquired Companies or any of their
Affiliates pursuant to any of the Services except to the extent that at least
five (5) Business Days before such payment is due (i) BreitBurn has advanced
adequate immediately available funds to Quicksilver for such purpose or
(ii) Quicksilver has received and is then holding adequate immediately available
funds of BreitBurn, the Acquired Companies or their Affiliates pursuant to the
Services rendered by Quicksilver pursuant to this Agreement.
(b)
Quicksilver, at its option, may advance any
funds needed to make any payments on behalf of BreitBurn, the Acquired Companies
or any of their Affiliates pursuant to any of the