Common use of Downtime Events Clause in Contracts

Downtime Events. (i) If during any Month (A) there has been a Downtime Event, (B) such Downtime Event was not a result of Producer’s (1) production exceeding the production forecast in the Development Report on which the Individual System was based or (2) non-compliance with this Agreement, (C) such Downtime Event caused the Curtailment Percentage for any Individual System during any such Month to exceed the Curtailment Allowance during such Month, and (D) Producer has waived its right to a temporary release of Dedicated Production under Section 2.4(b), then the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced as set forth on Exhibit B. (ii) Midstream Co may curtail up to 7% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 7% allowance, the “Curtailment Allowance”). (iii) The actual percentage of Producer’s Dedicated Production that has been curtailed as a result of Downtime Events (as described in Section 6.2(c)(i)(B)) during each Month (the “Curtailment Percentage”) on an Individual System shall be calculated as: Curtailment Percentage (expressed as a percentage) = (1 – [ (A / B) / C ] ) x ( B / D ), where A = (expressed as a number) the aggregate volume (in Barrels) of Producer’s Dedicated Production delivered into and received on such Individual System on any and all Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month; B = the number of Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month;

Downtime Events. (i) If during any Month (A) there has been a Downtime Event, (B) such Downtime Event was not a result of Producer’s (1) production exceeding the production forecast in the Development Report on which the Individual System was based based, (2) delivery of Product outside of the pressure ranges permitted by Section 5.4(d) or (23) non-compliance with this Agreement, (C) such Downtime Event caused the Curtailment Percentage for any Individual System during any such Month to exceed the Curtailment Allowance during such Month, Month and (D) Producer has waived its right to a temporary release of Dedicated Production under Section 2.4(b), then the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced as set forth on Exhibit B. (ii) Midstream Co may curtail up to 74.5% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 74.5% allowance, the “Curtailment Allowance”). (iii) The actual percentage of Producer’s Dedicated Production that has been curtailed as a result of Downtime Events (as described in Section 6.2(c)(i)(B)) during each Month (the “Curtailment Percentage”) on an Individual System shall be calculated as: Curtailment Percentage (expressed as a percentage) = = (1 – [ (A / B) / C ] ) x ( B / D ), where A = (expressed as a number) the aggregate volume (in Barrels) of Producer’s Dedicated Production delivered into and received on such Individual System on any and all Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month; B = the number of Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month;; C = (expressed as a number) the (i) average Daily volume (in Barrels) of Producer’s Dedicated Production delivered into and received on such Individual System during the most recently ended 7-Day period that had zero Downtime Events (as described in Section 6.2(c)(i)(B)) prior to such Month plus (ii) for any new Planned Xxxxx (A) that had an On-Line Deadline during the Downtime Event, (B) were not released pursuant to Section 2.4 and (C) but for the Downtime Event, would be ready to flow Dedicated Production, the volumes estimated by Original Producer in the Development Report for such curtailed or shut in Planned Xxxxx; and D = the number of Days during such Month; provided that, for illustrative purposes only: if A = 10,000, B = 10, C = 4,000, and D = 30, then the Curtailment Percentage for such Month would be 25%: = (1 – [ ( 10,000 / 10) / 4,000) ] x (10 / 30) = (1 – [ 1,000 / 4,000]) x 0.333 = (1 – 0.25) x 0.333 = 0.75 x 0.333 = 0.25 expressed as 25%

Downtime Events. (i) If during any Month (A) there has been a Downtime Event, (B) such Downtime Event was not a result of Producer’s (1) production exceeding the production forecast in the Development Report on which the Individual System was based based, (2) delivery of Product outside of the pressure ranges permitted by Section 5.4(d), or (23) non-compliance with this Agreement, (C) such Downtime Event caused the Curtailment Percentage for any Individual System during any such Month to exceed the Curtailment Allowance during such Month, and (D) Producer has waived its right to a temporary release of Dedicated Production under Section 2.4(b), then the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced as set forth on Exhibit B.C. (ii) Midstream Co may curtail up to 7% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 7% allowance, the “Curtailment Allowance”). (iii) The actual percentage of Producer’s Dedicated Production that has been curtailed as a result of Downtime Events (as described in Section 6.2(c)(i)(B)) during each Month (the “Curtailment Percentage”) on an Individual System shall be calculated as: Curtailment Percentage (expressed as a percentage) = (1 – [ (A / B) / C ] ) x ( B / D ), where A = (expressed as a number) the aggregate volume (in BarrelsMMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System on any and all Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month; B = the number of Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month;; C = (expressed as a number) the (i) average Daily volume (in MMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System during the most recently ended 7-Day period that had zero Downtime Events (as described in Section 6.2(c)(i)(B)) prior to such Month plus (ii) for any new Planned Xxxxx (A) that had an On-Line Deadline during the Downtime Event, (B) were not released pursuant to Section 2.4 and (C) but for the Downtime Event, would be ready to flow Dedicated Production, the volumes estimated by Original Producer in the Development Report for such curtailed or shut in Planned Xxxxx; and

Downtime Events. (i) If during any Month (A) there has been a Downtime Event, (B) such Downtime Event was not a result of Producer’s (1) production exceeding the production forecast in the Development Report on which the Individual System was based based, (2) delivery of Product outside of the pressure ranges permitted by Section 5.4(d), or (23) non-compliance with this Agreement, (C) such Downtime Event caused the Curtailment Percentage for any Individual System during any such Month to exceed the Curtailment Allowance during such Month, and (D) Producer has waived its right to a temporary release of Dedicated Production under Section 2.4(b), then the Individual Fee with respect to such Individual System used to calculate the amounts owed for such Month under Section 6.1(i)(y) shall be reduced as set forth on Exhibit B. (ii) Midstream Co may curtail up to 74.5% of the volume of Producer’s Dedicated Production that is less than or equal to the capacity for the Individual System as set forth in the applicable System Plan for an Individual System (and there shall be no limit on curtailment of any volumes over the capacity as set forth in the applicable System Plan) (such 74.5% allowance, the “Curtailment Allowance”). (iii) The actual percentage of Producer’s Dedicated Production that has been curtailed as a result of Downtime Events (as described in Section 6.2(c)(i)(B)) during each Month (the “Curtailment Percentage”) on an Individual System shall be calculated as: Curtailment Percentage (expressed as a percentage) = = (1 – - [ (A / B) / C ] ) x ( (B / D D), where A = (expressed as a number) the aggregate volume (in BarrelsMMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System on any and all Days that a Downtime Event (as described in Section 6.2(c)(i)(B)) occurred during such Month; B = the number of Days that a Downtime Event (as described in Section 6.2(c)(i)(B6.2(c)(ii)) occurred during such Month;; C = (expressed as a number) the average Daily volume (in MMBtus) of Producer’s Dedicated Production delivered into and received on such Individual System during the most recently ended 7-Day period that had zero Downtime Events (as described in Section 6.2(c)(ii)) occurred during such Month plus (ii) for any new Planned Xxxxx (A) that had an On-Line Deadline during the Downtime Event, (B) were not released pursuant to Section 2.4 and (C) but for the Downtime Event, would be ready to flow Dedicated Production, the volumes estimated by Original Producer in the Development Report for such curtailed or shut in Planned Xxxxx; and D = the number of Days during such Month; provided that, for illustrative purposes only: if A = 10,000, B = 10, C = 4,000, and D = 30, then the Curtailment Percentage for such Month would be 25%: = (1 – [ (10,000 / 10) / 4,000] ) x ( 10 / 30 ) = (1 – [ 1,000 / 4,000 ] ) x 0.333 = ( 1 – 0.25 ) x 0.333 = 0.75 x 0.333 = 0.25 expressed as 25% (d) Reinjection Volumes and Buy-Back. Midstream Co shall ensure that the volumes on which a fee is charged (which would typically be the volumes measured at the applicable Measurement Point) shall not include the volumes used by or returned to Producer for use in connection with Producer’s lease operations (including Producer’s reservoir pressure maintenance operations) and water treatment facility operations. For the avoidance of doubt, Producer shall not pay the Individual Fee on gas used for lease and water treatment facility operations more than once, even if some portion of the gas reserved for such operations passes through the applicable Individual System more than once, whether as a result of reinjection, recycling, buy back or other similar operation.