Common use of Election not to Expand System Clause in Contracts

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c). If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e13.2(f). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e13.2(f): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c)3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d)3.1. Beginning on the first Day day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 3.1(c) hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production Xxxxx pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e13.2(f). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Retention Facility operated by Original Producer), as described in Section 3.1(c) hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e13.2(f): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product Fresh Water under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer - 42 - with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c). If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production Fresh Water that is subject to the Fresh Water Dedication in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Fresh Water Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product Fresh Water received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c)3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d)3.1. Beginning on the first Day day Midstream Co receives Dedicated Production Tendered tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii2.4(a)(vii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c)3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.- 43 -

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) 3.1 hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e13.2(f): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c)3.2. If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d)3.1. Beginning on the first Day day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.

Election not to Expand System. (i) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Producer (other than Original Producer), as described in Section 3.1 3.1(c) hereof, would be uneconomical, then Midstream Co shall neither be obligated to undertake such expansion nor to provide the applicable Services. Producer shall be entitled to a release of the applicable Planned Xxxxx, Planned Separator Facilities and Dedicated Production pursuant to Section -39- NAI-1509460209v15 2.4(a)(viii) immediately upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e). (ii) If Midstream Co determines, in its discretion, that an expansion of the Individual System to satisfy the needs of Original Producer (other than connections of any Planned Well or Planned Separator Facility operated by Original Producer), as described in Section 3.1(c) hereof, then upon Midstream Co’s delivery of a System Plan (marked as “Final”) indicating that a requested expansion would be uneconomical pursuant to Section 13.2(e): (A) No more than 30 Days after delivery of the System Plan pursuant to Section 13.2(c)(ii) above, Midstream Co shall provide Original Producer Midstream Co’s proposed terms and conditions under which it would expand the Individual System and transport Product under the terms of this Agreement, including estimated construction costs. Original Producer shall have 30 Days to accept or reject Midstream Co’s terms and conditions. If Original Producer accepts Midstream Co’s proposed terms and conditions, then Midstream Co shall, within 30 Days thereof, provide Original Producer with an updated System Plan detailing the expansion of the Individual System and such expansion shall be governed by Section 3.1(c). If Original Producer does not respond to Midstream Co’s terms and conditions within such 30-Day period, it shall be deemed to have rejected Midstream Co’s proposed terms and conditions. (B) If Original Producer rejects Midstream Co’s terms and conditions under clause (A) above, then Original Producer may, at its sole cost and expense, simultaneously elect in writing to cause Midstream Co to design, construct and install the facilities necessary to expand the Individual System, such facilities will become part of the Individual System and the property of Midstream Co. The Parties shall meet and cooperate in good faith to ensure any facilities constructed under this clause (B) have the capacity to handle the estimated Dedicated Production in the Development Report and to comply with customary engineering, construction and operating specifications in the industry. Within 30 Days of Original Producer’s election hereunder, Midstream Co shall provide Original Producer with an updated System Plan detailing the expansion of the Individual System, any costs and expenses shall be included on the monthly invoice and paid in accordance with Section 10.1 and Section 10.2 and such expansion shall otherwise be governed by Section 3.1(d). Beginning on the first Day Midstream Co receives Dedicated Production Tendered by Original Producer from any expansion of the Individual System in accordance with this clause (B), then the Individual Fee paid on the incremental Product received from the Individual System will be reduced by 30% until such time as the benefit received by Original Producer from the reduced Individual Fee equals 115% of the actual costs incurred by Producer to design, construct and install such facilities.