Common use of Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information Clause in Contracts

Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information. (a) On or before November 1, 2014, Shipper will provide Gatherer with a report (“First Development Report”) describing in detail the planned development, drilling and production activities and the plant location, delivery points and anticipated peak volumes, in each case, relating to the Joint Dedicated Properties through September 30, 2016, and describing generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to continue beyond such date. On or before each March 31, each June 30, each September 30 and each December 31 of each Year following the Execution Date, commencing December 31, 2014, Shipper shall provide to Gatherer an update of the then current report describing (i) in detail the planned development, drilling and production activities relating to (A) the Joint Dedicated Properties, (B) any Sole Dedicated Properties and (C) the ROFO Properties (including any Dedicated ROFO Properties), in each case, for the 24-Month period commencing on the date of such update and (ii) generally the long-term drilling and production expectations for those project areas in the Dedication Area and in the ROFO Area, in each case, in which drilling activity is expected to continue beyond such 24-Month period and which will cover at least the ten Years following the date of such update (the First Development Report, as updated in accordance with the foregoing and as the then current report may be amended from time to time, the “Development Report”). (b) The Development Report shall include information as to: (i) the Xxxxx that Shipper expects will be drilled during the period covered thereby (each such Well reflected in such Development Report, a “Planned Well”); (ii) each expected planned Well Pad (each such Well Pad reflected in such Development Report, a “Planned Well Pad”) and the expected locations thereof; (iii) the earliest date on which one or more Xxxxx at each Well Pad are expected to be completed and ready to be placed on-line, which date shall not be earlier than (A) with respect to a First Development Report Planned Well, the date specified in the First Development Report for such First Development Report Planned Well and (B) with respect to any Planned Well that is not a First Development Report Planned Well, 24 Months after the date of the Development Report that initially reflected such Planned Well Pad, unless Gatherer consents to a shorter time period (with respect to each such Planned Well Pad, as adjusted pursuant to Section 3.2(b), the “Target On-Line Date”); (iv) the anticipated characteristics of the production from such Xxxxx (including gas and liquids composition and characteristics) and the projected production volumes (for both Gas and Liquid Condensate) and requested production pressures for each Well Pad Receipt Point included in the Development Report; (v) the Delivery Point(s) at which Gas produced from such Xxxxx is to be re-delivered to Shipper; (vi) any Sole Dedicated Properties or Dedicated ROFO Properties dedicated by Shipper in accordance with Section 2.2 or Section 4.10, as applicable; and (vii) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, the relevant Facility Segment, and the relevant Receipt Point facilities at such Well Pads, including any treating, processing, or liquids handling facilities required for such Gas to meet Delivery Point specifications. Subject to Section 3.1(f), Shipper may deliver to Gatherer, from time to time, an amendment to any Development Report previously delivered to Gatherer in accordance with Section 3.1(a). (c) Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Gatherer by or on behalf of Shipper, including as a result of meetings between representatives of Gatherer and Shipper, Gatherer shall develop and periodically update a Gathering System plan describing and/or depicting the Gathering System necessary to provide Gathering Services in accordance with the most recent Development Report, including in connection with Shipper’s planned development, drilling and production activities with respect to the Dedicated Properties. Such Gathering System plan (each such plan, as updated in accordance with the foregoing and as the then current plan may be amended from time to time, the “Gathering System Plan”) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for each Planned Well Pad included in the Development Report; (iv) all compression and dehydration facilities and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, system pressures and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Gathering System to the Receipt Points and Delivery Points for all Planned Well Pads and Planned Xxxxx set forth in the most recent Development Report and (B) perform the Gathering Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the schedule for completing the permitting, construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Xxxxx included in the most recent Development Report; and (vi) the estimated budget amounts for the right of way acquisition and acquisition and/or construction and operations and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Xxxxx included in the most recent Development Report. Gatherer shall deliver the applicable Gathering System Plan (including any updated Gathering System Plan) to Shipper for Shipper’s approval (not to be unreasonably withheld or delayed) not later than 45 Days after Shipper’s delivery to Gatherer of the applicable Development Report or amendment thereto. The failure of Shipper to object by written notice to Gatherer, delivered within 30 Days of Shipper’s receipt of the applicable Gathering System Plan, to any portion of a Gathering System Plan relating to (A) the installation and construction (or planned installation or construction) of any Facility Segment or other Gathering System facility or (B) the sizes, operating parameters, capacities and other relevant specifications of such facilities shall be deemed to be an approval by Shipper of such portion of such Gathering System Plan. Gatherer shall make representatives of Gatherer available to discuss the most recent Gathering System Plan from time to time with Shipper and its representatives at Shipper’s request. (d) Shipper shall make representatives of Shipper available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Shipper. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the Gathering System (including amendments to the Gathering System Plan for Shipper’s approval) and shall have the opportunity to discuss and provide comments on the other Party’s plans. (e) The Parties recognize that the plans for the development of the Dedicated Properties and the Gathering System set forth in the Development Report and the Gathering System Plan, as well as all information exchanged between the Parties regarding their intentions with respect to the development of the Dedicated Properties and the Gathering System, are subject to change and revision at any time at the discretion of Shipper (in the case of plans for the Dedicated Properties) or Gatherer (in the case of plans for the Gathering System, subject to Shipper’s approval rights set forth above and the revised Gathering System Plan reflecting the Gathering Services necessary to provide Gathering Services in accordance with the then most recent Development Report), and that such changes may impact the timing, configuration, and scope of the planned activities of the other Party. (f) From time to time, Shipper may provide written notice to Gatherer that Shipper (i) has accelerated the Target On-Line Date for a Planned Well, (ii) anticipates the Target On-Line Date for a Planned Well to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well was initially included or (iii) anticipates drilling a Well that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report, other than any Well that is to be drilled on a Planned Well Pad that has been previously included in a Development Report (any such Well, an “Additional/Accelerated Well”). Gatherer will use its commercially reasonable efforts to modify the Gathering System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, for the avoidance of doubt, if Gatherer fails to complete the facilities necessary to connect an Additional/Accelerated Well to the Gathering System by the On-Line Deadline for such Additional/Accelerated Well, Section 3.2(d) shall not apply to such failure to connect such Additional/Accelerated Well to the Gathering System by the On-Line Deadline and there shall be no penalty to Gatherer hereunder. (g) Notwithstanding anything herein to the contrary, nothing shall give rise to any liability of Shipper for any failure to develop or produce any hydrocarbons from the Dedicated Properties or to pursue or complete any drilling or development on the Dedicated Properties, whether or not envisioned in any Development Report.

Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information. (a) On or before November 1, 2014In connection with the Original Agreement, Shipper will provide provided Gatherer with a report (“First Development Report”) Report describing in detail the planned development, drilling and production activities and the plant location, delivery points and anticipated peak volumes, in each case, relating to the Joint Dedicated Properties through September 30December 31, 20162018, and describing generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to continue beyond such date. On or before each March 31, each June 30, each September 30 and each December 31 of each Year following the Execution Date, commencing December 31, 20142016, Shipper shall provide to Gatherer an update of the then current report describing (i) in detail the planned development, drilling and production activities relating to (A) the Joint Priority One Dedicated Properties, (B) any Sole the Priority Two Dedicated Properties and (C) the ROFO Properties (including any Dedicated ROFO Properties), in each case, for the 24-Month period commencing on the date of such update and (ii) generally the long-term drilling and production expectations for those project areas in the Dedication Area and in the ROFO Area, in each case, in which drilling activity is expected to continue beyond such 24-Month period and which will cover at least the ten Years following the date of such update (the First Development Reportreport existing as of the Execution Date, as updated in accordance with the foregoing and as the then current report may be amended from time to time, the “Development Report”). (b) The Development Report shall include information as to: (i) the Xxxxx that Shipper expects will be drilled during the period covered thereby (each such Well reflected in such Development Report, a “Planned Well”); (ii) each expected planned Well Pad (each such Well Pad reflected in such Development Report, a “Planned Well Pad”) and the expected locations thereof; (iii) the earliest date on which one or more Xxxxx at each Well Pad are expected to be completed and ready to be placed on-line, which date shall not be earlier than (A) with respect to a First Planned Well in the Development Report Planned Wellthat is effective as of the Execution Date, the date specified in the First such Development Report for such First Development Report Planned Well and (B) with respect to any Planned Well that is not a First Planned Well in the Development Report Planned Wellthat is effective as of the Execution Date, 24 Months after the date of the Development Report that initially reflected such Planned Well Pad, unless Gatherer consents to a shorter time period (with respect to each such Planned Well Pad, as adjusted pursuant to Section 3.2(b), the “Target On-Line Date”); (iv) the anticipated characteristics of the production from such Xxxxx (including gas and liquids composition and characteristics) and the projected production volumes (for both Gas and Liquid Condensate) and requested production pressures for each Well Pad Receipt Point included in the Development Report; (v) the Delivery Point(s) at which Gas produced from such Xxxxx is to be re-delivered to Shipper; (vi) any Sole Priority Two Dedicated Properties or Dedicated ROFO Properties dedicated by Shipper in accordance with Section 2.2 or Section 4.10, as applicable; and (vii) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, the relevant Facility Segment, and the relevant Receipt Point facilities at such Well Pads, including any treating, processing, or liquids handling facilities required for such Gas to meet Delivery Point specifications. Subject to Section 3.1(f), Shipper may deliver to Gatherer, from time to time, an amendment to any Development Report previously delivered to Gatherer in accordance with Section 3.1(a). (c) Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Gatherer by or on behalf of Shipper, including as a result of meetings between representatives of Gatherer and Shipper, Gatherer shall develop and periodically update a Gathering System plan describing and/or depicting the Gathering System necessary to provide Gathering Services in accordance with the most recent Development Report, including in connection with Shipper’s planned development, drilling and production activities with respect to the Dedicated Properties. Such Gathering System plan (each such plan, as updated in accordance with the foregoing and as the then current plan may be amended from time to time, the “Gathering System Plan”) shall include information as to: (i) each Facility Segment then existing and operational, under construction, or planned; (ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment; (iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for each Planned Well Pad and existing producing Well Pad included in the Development Report; (iv) all compression and dehydration facilities and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, system pressures and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Gathering System to the Receipt Points and Delivery Points for all Planned Well Pads and Planned Xxxxx set forth in the most recent Development Report and (B) perform the Gathering Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report; (v) the schedule for completing the permitting, construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Xxxxx included in the most recent Development Report; and (vi) the estimated budget amounts for the right of way acquisition and acquisition and/or construction and operations and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Xxxxx included in the most recent Development Report. Gatherer shall deliver the applicable Gathering System Plan (including any updated Gathering System Plan) to Shipper for Shipper’s approval (not to be unreasonably withheld or delayed) not later than 45 Days after Shipper’s delivery to Gatherer of the applicable Development Report or amendment thereto. The failure of Shipper to object by written notice to Gatherer, delivered within 30 Days of Shipper’s receipt of the applicable Gathering System Plan, to any portion of a Gathering System Plan relating to (A) the installation and construction (or planned installation or construction) of any Facility Segment or other Gathering System facility or (B) the sizes, operating parameters, capacities and other relevant specifications of such facilities shall be deemed to be an approval by Shipper of such portion of such Gathering System Plan. Gatherer shall make representatives of Gatherer available to discuss the most recent Gathering System Plan from time to time with Shipper and its representatives at Shipper’s request. (d) Shipper shall make representatives of Shipper available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Shipper. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the Gathering System (including amendments to the Gathering System Plan for Shipper’s approval) and shall have the opportunity to discuss and provide comments on the other Party’s plans. (e) The Parties recognize that the plans for the development of the Dedicated Properties and the Gathering System set forth in the Development Report and the Gathering System Plan, as well as all information exchanged between the Parties regarding their intentions with respect to the development of the Dedicated Properties and the Gathering System, are subject to change and revision at any time at the discretion of Shipper (in the case of plans for the Dedicated Properties) or Gatherer (in the case of plans for the Gathering System, subject to Shipper’s approval rights set forth above and the revised Gathering System Plan reflecting the Gathering Services necessary to provide Gathering Services in accordance with the then most recent Development Report), and that such changes may impact the timing, configuration, and scope of the planned activities of the other Party. (f) From time to time, Shipper may provide written notice to Gatherer that Shipper (i) has accelerated the Target On-Line Date for a Planned Well, (ii) anticipates the Target On-Line Date for a Planned Well to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well was initially included or (iii) anticipates drilling a Well that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report, other than any Well that is to be drilled on a Planned Well Pad that has been previously included in a Development Report (any such Well, an “Additional/Accelerated Well”). Gatherer will use its commercially reasonable efforts to modify the Gathering System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, for the avoidance of doubt, if Gatherer fails to complete the facilities necessary to connect an Additional/Accelerated Well to the Gathering System by the On-Line Deadline for such Additional/Accelerated Well, none of Section 2.6(a)(ii), Section 2.6(a)(iii) or Section 3.2(d) shall not apply to such failure to connect such Additional/Accelerated Well to the Gathering System by the On-Line Deadline and there shall be no penalty to Gatherer hereunder. (g) Notwithstanding anything herein to the contrary, nothing shall give rise to any liability of Shipper for any failure to develop or produce any hydrocarbons from the Dedicated Properties or to pursue or complete any drilling or development on the Dedicated Properties, whether or not envisioned in any Development Report.