Common use of Covenant Running with the Land Clause in Contracts

Covenant Running with the Land. The dedication and commitment made by Shipper under this Article 2 is a covenant running with the land. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoing, Shipper shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties free of the dedication hereunder (i) in a sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and commitment made by Shipper Producer under this Article 2 is a covenant running with the land. For the avoidance of doubt Producer shall not, and in addition to that which is provided in Section 18.4shall not permit any Rice Subsidiary to, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Transfer any or all of its interest in any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (2) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer and each Rice Subsidiary shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and without complying with the requirements of the immediately preceding sentence in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from dedication and commitment hereunder shall not include, and there shall be expressly excluded therefrom, include any Dedicated Gas produced from any Well that is located on a Well Pad if other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless the completion of Producer for a Well on such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d))Pad. At the request of Gatherer, the Parties Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.4 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Saltwater produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.4 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties that, when added within any Specified Area proposed to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, be Transferred does not exceed the amount equal to (x) the aggregate number of net acres of Dedicated Properties within such Specified Area acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Date less (y) the aggregate number of net acres of Dedicated Properties are exchanged for other properties located in within such Specified Area which have been previously released from the Dedication Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unitand commitment hereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Crude Oil produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of Tank Battery through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication In furtherance of, and commitment made as an inseparable part of, the foregoing Dedication, subject to the terms and conditions of this Instrument, Producer Group GRANTS, COMMITS, DEDICATES, TRANSFERS AND CONVEYS to Gatherer, from and out of Producer Group’s Interests, an interest in the Gas in and under the Dedication Area, represented by Shipper the exclusive right to gather, and transport Producer Group’s Dedicated Gas for the term of this Instrument (collectively, “Gathering Rights”), which Gathering Rights shall burden the Interests and the Dedicated Gas in place under this Article 2 is a covenant running the Dedication Area and constitute real property interests that run with the land. For Producer acknowledges and agrees that the avoidance Dedication, the Dedicated Interests and the Gathering Rights are intended to (i) be covenants running with the lands, including the Interests and the Dedicated Gas, located within the Dedication Area, (ii) be binding on all successors and assigns of doubt Producer Group, (iii) be for the benefit of Gatherer and, without which, Gatherer would be unwilling to acquire rights-of-way or easements or undertake the obligations under this Instrument (which, in each case, touch and concern the acreage and the Interests within the Dedication Area), and (iv) survive any bankruptcy or insolvency of any entity in the Producer Group. Producer represents and warrants to Gatherer that Producer has the authority to make the Dedication and the conveyance of the Gathering Rights subject to, and in addition to that which is accordance with, this Instrument from and out of Producer Group’s Interests, and that, except as provided in Section 18.4the Agreement or this Instrument, Gatherer will be the exclusive provider of gathering services for the Dedicated Interests. It is the intention of the Parties that this grant, commitment, dedication, transfer and conveyance shall constitute a conveyance of a real property interest to Gatherer and that, notwithstanding any other provision in the event Shipper sellsAgreement, transferssuch grant, conveyscommitment, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such salededication, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoing, Shipper shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties free and all of the dedication hereunder (i) in a sale or other disposition in which a number terms and provisions of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, does Agreement shall not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or (ii) in a sale rejection under Section 365 of Xxxxx located on Dedicated Properties that are pooled or unitized with title 11 of the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesUnited States Code.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of this Section 2.5 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Crude Oil produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of this Section 2.5 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Crude Oil produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication and commitment made by Shipper under this Article 2 is a covenant running with the land. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoing, Shipper shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties free of the dedication hereunder (i) in a sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Gatherer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication In furtherance of, and commitment made as an inseparable part of, the foregoing Dedication, subject to the terms and conditions of this Agreement, Producer Group GRANTS, COMMITS, DEDICATES, TRANSFERS AND CONVEYS to Gatherer, from and out of Producer Group’s Interests, an interest in the Gas in and under the Dedication Area, represented by Shipper the exclusive right to gather, and transport Producer Group’s Dedicated Gas for the term of this Agreement (collectively, “Gathering Rights”), which Gathering Rights shall burden the Interests and the Dedicated Gas in place under this Article 2 is a covenant running the Dedication Area and constitute real property interests that run with the land. For Producer acknowledges and agrees that the avoidance Dedication, the Dedicated Interests and the Gathering Rights are intended to (i) be covenants running with the lands, including the Interests and the Dedicated Gas, located within the Dedication Area, (ii) be binding on all successors and assigns of doubt Producer Group, (iii) be for the benefit of Gatherer and, without which, Gatherer would be unwilling to acquire rights-of-way or easements or undertake the obligations under this Agreement (which, in each case, touch and concern the acreage and the Interests within the Dedication Area), and (iv) survive any bankruptcy or insolvency of any entity in the Producer Group. Producer represents and warrants to Gatherer that Producer has the authority to make the Dedication and the conveyance of the Gathering Rights subject to, and in addition to that which is accordance with, this Agreement from and out of Producer Group’s Interests, and that, except as provided in Section 18.4this Agreement, in Gatherer will be the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes exclusive provider of any or all of its interest in gathering services for the Dedicated PropertiesInterests. It is the intention of the Parties that such grant, then any such salecommitment, dedication, transfer, conveyanceand conveyance under this Section 2.4 and all of the terms and provisions of this Agreement shall constitute a conveyance of a real property interest to Gatherer and that, assignmentnotwithstanding any other provision of this Agreement, such grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoingcommitment, Shipper shall be permitted to selldedication, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties free and conveyance and all of the dedication hereunder (i) in a sale or other disposition in which a number terms and provision of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, does Agreement shall not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or rejection under Section 365 of title 11 of the United States Code (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d“Bankruptcy Code”)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Facilities, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Facilities. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of this Section 2.5 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Gas produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.4 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Saltwater produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication and For the first six Contract Years of this Agreement only, the Parties intend that the commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landProperties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Properties, and (b) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of successors-in-interest to the Freshwater System. For the avoidance first six Contract Years of doubt and in addition to that which is provided in Section 18.4this Agreement only, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Property unless (i) Producer obtains and delivers to Seller a written acknowledgment by the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Transferee in favor of Seller acknowledging that the Transferred Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties Transfer any Property free of the dedication hereunder (i) commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.2 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of dedication hereunder pursuant to the commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Production Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unitcommitment hereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such commitment shall not include, and there shall be expressly excluded therefrom, include any Well Freshwater delivered by Seller to a Delivery Point that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering Freshwater System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. For the avoidance Neither Producer nor any of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of its Affiliates shall Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer and its Affiliates shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.4 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Saltwater produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion Planned CDP through which Dedicated Saltwater will be produced in respect of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. For the avoidance of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sellTransfer any Dedicated Property SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] free of the dedication hereunder (i) and commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.4 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Saltwater produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. For the avoidance Neither Producer nor any of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of its Affiliates shall Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer and its Affiliates shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of this Section 2.5 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer or any of its Affiliates after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Crude Oil produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion Planned CDP through which Dedicated Crude Oil will be produced in respect of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad.

Covenant Running with the Land. The dedication and (a) Subject to Section 2.2, the Parties intend that the commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (i) the land. For Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the avoidance Properties, and (ii) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of doubt and in addition successors-in-interest to that which is the Freshwater System. (b) Except as provided in Section 18.42.3(c) below, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Property unless (i) Producer obtains and delivers to Seller a written acknowledgment by the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Transferee in favor of Seller acknowledging that the Transferred Property shall be expressly remain subject to this Agreement in all respects, and any (ii) each instrument of conveyance shall expressly so state. states. (c) Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties Transfer any Property (including any Xxxxx thereon) free of the dedication hereunder (i) in a sale or other disposition in which a number of net acres of Dedicated Properties thatcommitment made by Producer under this Agreement [***] In addition, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At at the request of GathererSeller, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered intointo to reflect such modifications to the Properties.” (l) A new Section 2.4 of the Agreement is hereby added as set forth below: “The Parties comprising Producer hereby designate Diamondback E&P LLC to act as contract agent on behalf of Producer as necessary hereunder, including for (i) giving and receiving notices, statements, invoices, plans, nominations, correspondence and other communications hereunder, (ii) making and receiving payments on behalf of Producer hereunder and (iii) giving all consents and approvals that may be required hereunder, and Gatherer hereby accepts such designation.” (m) Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the exhibit on Schedule 1 titled “Exhibit A – Initial Production Area” attached to this First Amendment. (n) Exhibit D to the Agreement is hereby amended by making the changes specified on Schedule 2 attached to this First Amendment for the Cougar Field, Panther Field and San Xxxxx Field, as provided in Section 18.16, well as to reflect additions to the Dedicated Propertiesremoval of the Xxxxxxxxx Field.

Covenant Running with the Land. The Parties hereby irrevocably agree that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Facilities, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Facilities. For the avoidance Neither Producer nor any of doubt and in addition to that which is provided in Section 18.4, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of its Affiliates shall Transfer any or all of its interest in any Dedicated Property unless (i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer and its Affiliates shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of this Section 2.5 in a sale or other disposition Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer or any its Affiliates after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such dedication and commitment shall not include, and there shall be expressly excluded therefrom, include any Dedicated Gas produced from any Well that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion Planned CDP through which Dedicated Gas will be produced in respect of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad.

Covenant Running with the Land. The dedication and commitment made by Shipper Producer under this Article 2 is a covenant running with the land. For the avoidance of doubt Producer shall not, and in addition to that which is provided in Section 18.4shall not permit any Rice Subsidiary to, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Transfer any or all of its interest in any Dedicated Property unless (a) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Property shall be expressly remain subject to this Agreement in all respects and any (b) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer and each Rice Subsidiary shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Transfer any Dedicated Properties Property free of the dedication hereunder (i) and without complying with the requirements of the immediately preceding sentence in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be [***] subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unithereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition of [***] Dedicated Properties shall not include, and there shall be expressly excluded therefrom, Gas produced from any Well that is located on a Well Pad if other Xxxxx on such Well Pad are or has have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless the completion of Producer for a Well on such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d))Pad. At the request of Gatherer, the Parties Producer and Gatherer shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and commitment made by Shipper under this Article 2 is a covenant running with the land. For the avoidance of doubt and in addition to that which is provided in Section 18.4, (a) in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state, and (b) in the event Gatherer sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Gathering System, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so state. Notwithstanding the foregoing, Shipper shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties free of the dedication hereunder (i) in a sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed of free of dedication hereunder pursuant to this Section 2.42.5(i), does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Gatherer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder hereunder, (ii) in one or more sales of undeveloped Dedicated Properties, provided that the aggregate of all such sales shall not exceed 5000 net acres, or (iiiii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unitunit and in which its, together with its Affiliates’, working interest, on a pooled or unitized basis, is less than 50%; provided, however, that (A) any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties shall not include, and there shall be expressly excluded therefrom, any Well (and the associated Drilling Unit) that is or has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which is located on a Well Pad for which a Connection Notice has previously been delivered by Shipper (unless the completion of such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d3.3(c)), and (B) notwithstanding any such sale, transfer, conveyance, assignment, grant or other disposition (but subject to Shipper’s reservations in Section 2.3 above (including Section 2.3(b)), the number of net acres comprising the Dedicated Properties shall never be less than the aggregate number of net acres of Dedicated Properties as of the Effective Date, subject to permitted dispositions pursuant to Section 2.5(ii). Shipper shall give Gatherer prompt written notice of any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties, which notice shall include (i) the number of net acres sold, transferred, conveyed, assigned, granted or otherwise disposed of, (ii) the aggregate number of net acres of Dedicated Properties remaining after taking into account for such transaction, and (iii) a map depicting the Dedicated Properties after taking into account for such transaction. At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and For the first six Contract Years of this Agreement only, the Parties intend that the commitment made by Shipper Producer under this Article 2 is Agreement be a covenant running with (a) the landProperties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Properties, and (b) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of successors-in-interest to the Freshwater System. For the avoidance first six Contract Years of doubt and in addition to that which is provided in Section 18.4this Agreement only, in the event Shipper sells, transfers, conveys, assigns, grants, or otherwise disposes of Producer shall not Transfer any or all of its interest in any Property unless (i) Producer obtains and delivers to Seller a written acknowledgment by the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant, or other disposition Transferee in favor of Seller acknowledging that the Transferred Property shall be expressly remain subject to this Agreement in all respects and any (ii) each instrument of conveyance shall expressly so statestates. Notwithstanding the foregoing, Shipper Producer shall be permitted to sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Properties Transfer any Property free of the dedication hereunder (i) commitment made by Producer under this Agreement and without complying with the requirements of this Section 2.3 in a sale or other disposition Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously disposed Transferred free and clear of free of dedication hereunder pursuant to the commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Shipper Producer after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Production Area that would be subject to dedication hereunder or (ii) in a sale of Xxxxx located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unitcommitment hereunder; provided, however, that any such sale, transfer, conveyance, assignment, grant or other disposition release of Dedicated Properties from such commitment shall not include, and there shall be expressly excluded therefrom, include any Well Freshwater delivered by Seller to a Delivery Point that is located on a Well Pad if the other Xxxxx on such Well Pad are or has have been connected to the Gathering Freshwater System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or which that is located on a Well Pad for which if a Connection Notice has previously been delivered by Shipper (unless Producer for the completion of CDP through which such Well has been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.