REVERSIONARY INTERESTS, AND SIMILAR BURDENS UPON, MEASURED
BY, OR PAYABLE OUT OF PRODUCTION IF THE NET CUMULATIVE EFFECT OF SUCH BURDENS
DOES NOT OPERATE TO REDUCE THE NET REVENUE INTEREST OF QUICKSILVER AND ITS
AFFILIATES (INCLUDING THE ACQUIRED COMPANIES), IN THE AGGREGATE, IN ANY WELL
13
OR WELL LOCATION (OR THE SPECIFIED ZONE(S) THEREIN) TO AN AMOUNT LESS THAN THE
NET REVENUE INTEREST SET FORTH ON EXHIBIT A-1 THEREFOR, AND DO NOT OBLIGATE
QUICKSILVER AND ITS AFFILIATES (INCLUDING THE ACQUIRED COMPANIES), IN THE
AGGREGATE, TO BEAR A WORKING INTEREST FOR SUCH WELL OR WELL LOCATION (OR THE
SPECIFIED ZONE(S) THEREIN) IN AN AMOUNT GREATER THAN THE WORKING INTEREST SET
FORTH ON EXHIBIT A-1 THEREFOR UNLESS THE NET REVENUE INTEREST FOR SUCH WELL OR
WELL LOCATION IS PROPORTIONATELY INCREASED;
(B)
PREFERENTIAL RIGHTS TO PURCHASE AND REQUIRED
THIRD PARTY CONSENTS TO ASSIGNMENTS AND SIMILAR AGREEMENTS;
(C)
LIENS FOR TAXES OR ASSESSMENTS NOT YET DUE
OR DELINQUENT OR, IF DELINQUENT, THAT ARE BEING CONTESTED IN GOOD FAITH IN THE
NORMAL COURSE OF BUSINESS;
(D)
CUSTOMARY POST-CLOSING CONSENTS;
(E)
CONVENTIONAL RIGHTS OF REASSIGNMENT;
(F)
SUCH TITLE DEFECTS AS BREITBURN MAY HAVE
WAIVED (OR BE DEEMED TO HAVE WAIVED);
(G)
OBLIGATIONS, LIABILITIES AND RESTRICTIONS
IMPOSED UNDER ANY LAW, AS WELL AS ANY RIGHTS RESERVED TO OR VESTED IN ANY
GOVERNMENTAL ENTITY: (I) TO CONTROL OR REGULATE ANY OF THE ACQUIRED ASSETS OR
THE TRANSFERRED COMPANIES IN ANY MANNER; (II) TO PURCHASE, CONDEMN, EXPROPRIATE,
OR RECAPTURE OR TO DESIGNATE A PURCHASER OF ANY OF THE ACQUIRED ASSETS; (III) TO
USE SUCH PROPERTY IN A MANNER WHICH DOES NOT MATERIALLY IMPAIR THE USE OF SUCH
PROPERTY FOR THE PURPOSES FOR WHICH IT IS CURRENTLY OWNED AND OPERATED AND
(IV) TO ENFORCE ANY OBLIGATIONS OR DUTIES AFFECTING THE ACQUIRED ASSETS OR THE
TRANSFERRED COMPANIES TO ANY GOVERNMENTAL ENTITY, WITH RESPECT TO ANY FRANCHISE,
GRANT, LICENSE, PERMIT OR APPLICABLE LAW;
(H)
RIGHTS OF A COMMON OWNER OF ANY INTEREST IN
RIGHTS-OF-WAY OR EASEMENTS CURRENTLY HELD BY QUICKSILVER OR ITS AFFILIATES
(INCLUDING THE ACQUIRED COMPANIES), AS THE CASE MAY BE, AND SUCH COMMON OWNER AS
TENANTS IN COMMON OR THROUGH COMMON OWNERSHIP;
(I)
EASEMENTS, CONDITIONS, COVENANTS,
RESTRICTIONS, SERVITUDES, PERMITS, RIGHTS-OF-WAY, SURFACE LEASES AND OTHER
RIGHTS IN THE ACQUIRED ASSETS FOR THE PURPOSE OF SURFACE OPERATIONS, ROADS,
ALLEYS, HIGHWAYS, RAILWAYS, PIPELINES, TRANSMISSION LINES, TRANSPORTATION LINES,
DISTRIBUTION LINES, POWER LINES, TELEPHONE LINES, AND REMOVAL OF TIMBER,
GRAZING, LOGGING OPERATIONS, CANALS, DITCHES, RESERVOIRS, AND OTHER LIKE
PURPOSES, OR FOR THE JOINT OR COMMON USE OF REAL ESTATE, RIGHTS-OF-WAY,
FACILITIES, AND EQUIPMENT, WHICH DO NOT MATERIALLY IMPAIR THE USE OF THE
ACQUIRED ASSETS AS CURRENTLY OWNED AND OPERATED;
(J)
ZONING AND PLANNING ORDINANCES AND
MUNICIPAL REGULATIONS;
(K)
VENDORS, CARRIERS, WAREHOUSEMEN'S,
REPAIRMEN'S, MECHANICS, WORKMEN'S, MATERIALMEN'S, CONSTRUCTION OR OTHER LIKE
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS OR INCIDENT TO THE CONSTRUCTION
OR IMPROVEMENT OF ANY PROPERTY IN RESPECT OF OBLIGATIONS WHICH ARE NOT YET DUE
OR WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS BY OR ON
BEHALF OF QUICKSILVER OR