Common use of Assignment of Rights and Obligations under this Agreement Clause in Contracts

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, (i) Shipper may assign its rights and obligations under this Agreement to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that (A) such Person assumes the obligations of Shipper under this Agreement insofar as it relates to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned, and (D) except in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties to another Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 shall be null and void ab initio. (e) Any release of any of the Dedicated Properties from dedication under this Agreement pursuant to Section 2.6 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 14.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Shipper shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Shipper’s rights and obligations TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). hereunder, and (iii) the transferee has, in Gatherer’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Shipper’s obligations hereunder. Gatherer shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Gathering System (including any Subsystem thereof) and (B) the portion of the rights and obligations of Shipper Gatherer under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Gathering System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.4 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, (i) Shipper may assign its rights and obligations under this Agreement to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that (A) such Person assumes the obligations of Shipper under this Agreement insofar as it relates to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned, and (D) except in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties to another Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering this Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering this Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering this Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering this Agreement; provided further, that in lieu of assigning the Gathering this Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Initial Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) transaction where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii14.1(b) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Initial Shipper Permitted Transfer Acres; provided that Initial Shipper may not assign any Dedicated Properties free of the terms, conditions and obligations of this Agreement to a Person who would be considered an Affiliate of Shipper but for clause (b) in the definition of “Affiliate”. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties that are not Dedicated ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 shall be null and void ab initio. (e) Any release of any of the Dedicated Properties from dedication under this Agreement pursuant to Section 2.6 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 14.

Assignment of Rights and Obligations under this Agreement. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (a) Except as specifically otherwise provided in this Agreement, neither Party Customer shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Customer’s rights and obligations hereunder, and (iii) the transferee has, in Provider’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Customer’s obligations hereunder. Provider shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Terminals System and/or Provider Tank Cars and (B) the portion of the rights and obligations of Shipper Provider under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect corresponds to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Terminals System and/or Provider Tank Cars so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Crude Oil from dedication under this Agreement pursuant to Section 2.6 4.3 shall not constitute an assignment or transfer of such Dedicated Properties Crude Oil for the purposes of this Article 1417.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Shipper shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). part of such right), (ii) the transferee specifically assumes all of Shipper’s rights and obligations hereunder, and (iii) the transferee has, in Gatherer’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Shipper’s obligations hereunder. Gatherer shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Gathering System (including any Subsystem or Short-Haul Line thereof) and (B) the portion of the rights and obligations of Shipper Gatherer under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Gathering System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.3 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Customer shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Customer’s rights and obligations hereunder, and (iii) the transferee has, in Provider’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Customer’s obligations hereunder. Provider shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Terminals System and/or Provider Tank Cars and (B) the portion of the rights and obligations of Shipper Provider under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect corresponds to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Terminals System and/or Provider Tank Cars so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Crude Oil from dedication under this Agreement pursuant to Section 2.6 4.3 shall not constitute an assignment or transfer of such Dedicated Properties Crude Oil for the purposes of this Article 1417. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Customer shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Customer’s rights and obligations hereunder, and (iii) the transferee has, in Provider’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Customer’s obligations hereunder. Provider shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the TGP System and (B) the portion of the rights and obligations of Shipper Provider under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties TGP System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.4 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Shipper shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Shipper’s rights and obligations hereunder, and (iii) the transferee has, in Gatherer’s good faith and reasonable judgment, the financial and operational capability to perform and fulfill Shipper’s obligations hereunder. Gatherer shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Gathering System (including any Subsystem thereof) and (B) the portion of the rights and obligations of Shipper Gatherer under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Gathering System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.4 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Shipper shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. part of such right), (ii) the transferee specifically assumes all of Xxxxxxx's rights and obligations hereunder, and (iii) the transferee has, in Xxxxxxxx's good faith and reasonable judgment, the financial and operational capability to perform and fulfill Xxxxxxx's obligations hereunder. Gatherer shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Gathering System (including any Subsystem or Short-Haul Line thereof) and (B) the portion of the rights and obligations of Shipper Gatherer under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Gathering System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.3 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Shipper shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Xxxxxxx's rights and obligations hereunder, and (iii) the transferee has, in Gatherer's good faith and reasonable judgment, the financial and operational capability to perform and fulfill Shipper's obligations hereunder. Gatherer shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Gathering System (including any Subsystem thereof) and (B) the portion of the rights and obligations of Shipper Gatherer under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect correspond to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Gathering System so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Production from dedication under this Agreement pursuant to Section 2.6 4.4 shall not constitute an assignment or transfer of such Dedicated Properties Production for the purposes of this Article 1417. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Assignment of Rights and Obligations under this Agreement. (a) Except as specifically otherwise provided in this Agreement, neither Party Customer shall have the right be entitled to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing, Person; provided that (i) Shipper may such transferee has also been assigned the Exclusive Producer Purchase Right (including any contract or other arrangement forming a part of such right), (ii) the transferee specifically assumes all of Customer's rights and obligations hereunder, and (iii) the transferee has, in Provider's good faith and reasonable judgment, the financial and operational capability to perform and fulfill Customer's obligations hereunder. Provider shall be entitled to assign its rights and obligations under this Agreement (in whole or in part) to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gathereranother Person; provided that (A) such Person assumes has acquired all or a portion of the Terminals System and/or Provider Tank Cars and (B) the portion of the rights and obligations of Shipper Provider under this Agreement insofar as it relates to be transferred to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect corresponds to the Dedicated Properties so assigned, and (D) except interest in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties Terminals System and/or Provider Tank Cars so transferred to another such Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and (ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement; provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction: (i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or (ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres. (c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement. (d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 17.1 shall be null and void ab initio. (ec) Any release of any of the Dedicated Properties Crude Oil from dedication under this Agreement pursuant to Section 2.6 4.3 shall not constitute an assignment or transfer of such Dedicated Properties Crude Oil for the purposes of this Article 1417. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.