Common use of Expansion of Gathering System; Connection of Xxxxx; Delivery Points Clause in Contracts

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing Services as and when needed to support the upstream development of the Required Connection Xxxxx, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, and operate the Gathering System so as to timely connect the Required Connection Xxxxx to the Gathering System, connect the Gathering System to Delivery Points, and timely commence providing the full scope of Services, with respect to all Dedicated Gas produced from the Required Connection Xxxxx from and after their completion, all in accordance with this Section 3.3; provided, that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party Gas. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas (a “Connection Notice”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of such Well (the “Target Completion Date”). (c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Completion Date with respect to such Well, (2) the date that is 365 Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for completion (the later of such dates, with respect to such Well, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well to the Gathering System by the Target Completion Date therefor or to otherwise complete all facilities necessary to provide the full scope of Services with respect to all Dedicated Gas from such Well by the Target Completion Date therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay, (i) the Dedicated Gas from such Well shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and (ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Date. (g) Producer has as of the date hereof delivered a Connection Notice to Gatherer with respect to certain Required Connection Xxxxx. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 Days prior to the Target Completion Date specified for such Well in such notice. (h) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h). If Producer specifies that Dedicated Gas is to be delivered to a Delivery Point not described on Exhibit B that is not at such time connected to the Gathering System, Gatherer shall, at Producer’s sole cost, risk, and expense, provide a connection to such Delivery Point. For each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such Delivery Points, including the Delivery Points described on Exhibit B, being at Producer’s sole, cost, risk, and expense). Subject to the foregoing, Gatherer shall connect each Well to the Gathering System such that Gas from such Well can be redelivered to the Delivery Points described in the Development Plan.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned Tank Batteries, and Gatherer shall be obligated, at its sole cost and expenseexpense (except as otherwise provided herein), subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System so as to timely connect the Required Connection Xxxxx Planned Tank Batteries to the Gathering System, connect the Gathering applicable System Segments to the applicable Delivery Points, Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas produced from all Tank Batteries, including the Required Connection Xxxxx Planned Tank Batteries from and after their completion, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party Gas. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer of each Tank Battery within the Dedicated Acreage that Producer intends to construct and install (or a Tank Battery that is subject to a Conflicting Dedication that has expired or will expire, or that Producer has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Gas will be produced (each, a “Planned Tank Battery”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned Tank Battery (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellTank Battery, such Planned Well Gatherer shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use commercially reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such Planned Tank Battery to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Completion Date with respect to such Well, (2) Planned Tank Battery by the date that is 365 (i) in the case of a Planned Tank Battery that is located [***] at the time of receipt of such Connection Notice, [***] Days after the date of Gatherer’s receipt of such Connection Notice for such Well, and (3ii) in the case of a Planned Tank Battery that is located more than [***] at the time of receipt of such Connection Notice (but within the Dedicated Acreage), [***] Days after the date on which such Well is ready for completion (the later of Gatherer’s receipt of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned Tank Battery to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from produced through such Well Planned Tank Battery by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.8, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by [***] (c) To the extent that the Tank Battery connection is required sooner than the Completion DeadlineDeadline determined as set forth above, as Producer’s sole the Parties shall meet and exclusive remedies discuss the issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts mutually to agree upon an accelerated connection timing. If Producer is willing to pay for such delay, (i) the Dedicated Gas from such Well additional costs involved with accelerating a connection, Gatherer shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and (ii) Producer shall have the right use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from Tank Battery connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Execution Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection Xxxxx. Planned Tank Batteries set forth in the Development Plan effective as of the Execution Date and identified on Exhibit B. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned Tank Battery on the Target Completion Date specified for such Well in such noticeExecution Date. (he) The Gathering Plan shall reflect all Gatherer has provided connections to certain of the Delivery Points as of the Effective Date and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s cost, obligated to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)as of the Execution Date for the Gathering System. If Except as otherwise agreed by the Parties, if Producer specifies that Dedicated Gas is to be delivered to a Delivery Point location not described on Exhibit B or described within the System Plan that is not at such time connected to the Gathering SystemSystem (each such location, a “Proposed Delivery Point”), Gatherer shall, at Producer’s its sole cost, risk, risk and expense, use commercially reasonable efforts to provide a connection to such Proposed Delivery Point, subject to the other terms and conditions in this Section 3.3(e). Gatherer shall proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the applicable System Segment to the Proposed Delivery Point. For each such requestAll Delivery Points, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and including all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Proposed Delivery Points which become Delivery Points hereunder, shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas to be redelivered at such Delivery Point Points in accordance with this Agreement (with Agreement; provided, however, all expansions of capacity at such any Delivery Points, including the Delivery Points described on Exhibit B, being at ProducerGatherer’s sole, sole cost, risk, risk and expense), except as otherwise agreed by the Parties. Subject to Upon completion of the foregoing, Gatherer shall connect each Well to connection of the Gathering System to a Proposed Delivery Point pursuant to this Section 3.3(e) and such that Gas from connection becoming operational, the point of interconnection between the applicable System Segment and such Well can Proposed Delivery Point shall thereafter be redelivered to the a Delivery Point under this Agreement. The Parties shall discuss Producer’s plans and timing for all Proposed Delivery Points described in the Development Planon a Monthly basis.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gathering System, connect the Gathering System to the Delivery Points, Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas Crude Oil produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completionconnection to the Gathering System, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party GasCrude Oil. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire, or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Crude Oil will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned CDP (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gathering System and to commence the Services with respect to Dedicated Gas Crude Oil produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas Planned CDP by the date that is (i) in the case of a Planned CDP that (A) is located two miles or less from the then-existing Gathering System at the time of such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1B) the Target Completion Date with respect to such Wellfor which is during the months of May through October, (2) the date that is 365 90 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that is (A) located greater than two miles from the then-existing Gathering System at the time of such Connection Notice or (B) the Target Completion Date for which is during the months of November through April, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from Crude Oil produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.6, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.5(b)), as Shipper’s and Producer’s sole and exclusive remedies for such delay,: (i) Gatherer shall truck the Dedicated Gas from Crude Oil produced through such Well shall be temporarily released from dedication hereunder until such time as such Well is connected CDP subject to the Gathering System requirements of Section 6.4 at Gatherer’s sole cost and expense from the Completion Deadline (but without giving any effect to any extension of the Completion Deadline as a result of Force Majeure) until the Gathering System is ready connected to receive Dedicated Gas produced from such Well and to commence the Services with respect theretoCDP; and (ii) at Producer’s option, the Dedicated Crude Oil produced from the CDP and any future Xxxxx drilled within the same DSU shall be permanently released from the dedication and commitment made by Producer and Shipper under this Agreement. (c) To the extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall have meet and discuss the right issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts mutually to agree upon an accelerated connection timing. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from CDP connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Effective Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan effective as of the Effective Date. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned CDP on the Target Completion Date specified for such Well in such noticeEffective Date. (he) The Gathering Plan Gatherer shall reflect all design and construct the initial Delivery Points Point at its sole cost and existing or anticipated capacities and anticipated in-service datesexpense. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)or within the Development Plan. If Producer Shipper specifies that Dedicated Gas Crude Oil is to be delivered to a Delivery Point not described on Exhibit B or within the Development Plan that is not at such time connected to the Gathering System, Gatherer shall, at ProducerShipper’s sole actual cost, risk, risk and expense, provide a connection to such Delivery Point. For Such costs shall be allocated pro rata with any third party shipper that requests utilization of such additional Delivery Point. Gatherer shall proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the Gathering System to each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producernew delivery point. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas Crude Oil to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such new Delivery Points, not including the Delivery Points described on Exhibit BB or within the Development Plan, being at ProducerShipper’s sole, sole actual cost, risk, risk and expense). Subject to the foregoing, Gatherer shall connect each Well CDP to the Gathering System such that Gas Crude Oil from such Well CDP can be redelivered to the Delivery Points described in Points. Upon completion of the Development Planconnection of the Gathering System to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gathering System, connect the Gathering System to the Delivery Points, Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas Crude Oil produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completionconnection to the Gathering System, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party GasCrude Oil. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire, or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Crude Oil will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned CDP (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gathering System and to commence the Services with respect to Dedicated Gas Crude Oil produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas Planned CDP by the date that is (i) in the case of a Planned CDP that (A) is located two miles or less from the then-existing Gathering System at the time of such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1B) the Target Completion Date with respect to such Wellfor which is during the months of May through October, (2) the date that is 365 90 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that (A) is located greater than two miles from the then-existing Gathering System at the time of such Connection Notice or (B) the Target Completion Date for which is during the months of November through April, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from Crude Oil produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.7, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If Gatherer is unable to complete and make available such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.5(b)), as Shipper’s and Producer’s sole and exclusive remedies for such delay,: (i) Gatherer shall truck the Dedicated Gas Crude Oil produced through such CDP to the Delivery Point nominated by Shipper without additional pumpover fees, subject to the requirements of Section 6.4, at Gatherer’s sole cost and expense from the Completion Deadline (but without giving any effect to any extension of the Completion Deadline as a result of Force Majeure) until the Gathering System is connected to such Well CDP; (ii) at Producer’s option, the Dedicated Crude Oil produced from the CDP and any future Xxxxx drilled within the same DSU shall be temporarily permanently released from the dedication hereunder until such time as such Well is connected and commitment made by Producer and Shipper under this Agreement; and (iii) Producer may exercise the rights described in Section 3.6. (iv) For the avoidance of doubt, Gatherer shall in all cases use reasonable efforts to cause the necessary facilities to be constructed to connect each Planned CDP to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; andto Dedicated Crude Oil produced from such Planned CDP in accordance with this Section 3.3(b), and the limited remedies of Shipper and Producer described immediately above do not limit Shipper’s and Producer’s rights for a failure by Gatherer to perform its obligations. (iic) To the extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall meet and discuss the issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts to mutually agree upon an accelerated connection timing. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall have the right use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from CDP connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Effective Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan effective as of the Effective Date. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned CDP on the Target Completion Date specified for such Well in such noticeEffective Date. (he) The Gathering Plan Gatherer shall reflect all design and construct the initial Delivery Points at its sole cost and existing or anticipated capacities and anticipated in-service datesexpense. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)or within the Development Plan. If Producer Shipper specifies that Dedicated Gas Crude Oil is to be delivered to a Delivery Point not described on Exhibit B or within the Development Plan that is not at such time connected to the Gathering System, Gatherer shall, at Producer’s sole cost, risk, and expense, shall provide a connection to such Delivery Point. For Notwithstanding the foregoing, with respect to each of the first two such requestadditional connections (each, an “Additional Delivery Point”), (i) if such Additional Delivery Point is within one mile of the then-existing Gathering System, Gatherer shall provide Producer with an estimated bear the cost and in-service date, which are subject to changeof such Additional Delivery Point, and (ii) if such Additional Delivery Point is more than one mile from the then-existing Gathering System, Shipper shall bear the incremental cost of locating such Additional Delivery Point in excess of one mile from the then-existing Gathering System, and Gatherer shall bear all other costs of such Additional Delivery Point. Such costs shall remain be allocated pro rata with any third party shipper that requests utilization of such Additional Delivery Point. For the sole costavoidance of doubt, risk, and expense Gatherer shall not be obligated to pay any pumpover fee or similar fee charged by any pipeline downstream of the ProducerDelivery Points, such fee being, as between the Parties, for the account of Shipper. Producer Gatherer shall provide at least eighteen proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (18any such agreement to be on terms acceptable to Gatherer) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any connect the Gathering System to each new Delivery Point not listed in Exhibit B. (including the Additional Delivery Points). All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas Crude Oil to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such new Delivery Points, not including the Delivery Points described on Exhibit BB or within the Development Plan, being at ProducerShipper’s sole, sole actual cost, risk, risk and expense). Subject to the foregoing, Gatherer shall connect each Well CDP to the Gathering System such that Gas Crude Oil from such Well CDP can be redelivered to the Delivery Points described in Points. Upon completion of the Development Planconnection of the Gathering System to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned Tank Batteries, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System so as to timely connect the Required Connection Xxxxx Planned Tank Batteries to the Gathering System, connect the Gathering applicable System Segments to the applicable Delivery Points, Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas Crude Oil produced from all Tank Batteries, including the Required Connection Xxxxx Planned Tank Batteries from and after their completionconnection to the Gathering System, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party GasCrude Oil. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer of each Tank Battery within the Dedicated Acreage that Producer intends to construct and install (or a Tank Battery that is subject to a Conflicting Dedication that has expired or will expire, or that Producer has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Crude Oil will be produced (each, a “Planned Tank Battery”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned Tank Battery (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellTank Battery, such Planned Well Gatherer shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use commercially reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such Planned Tank Battery to the Gathering System and to commence the Services with respect to Dedicated Gas Crude Oil produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Completion Date with respect to such Well, (2) Planned Tank Battery by the date that is 365 (i) in the case of a Planned Tank Battery that is located within [***] at the time of receipt of such Connection Notice, [***] Days after the date of Gatherer’s receipt of such Connection Notice for such Well, and (3ii) in the case of a Planned Tank Battery that is located more than [***] at the time of receipt of such Connection Notice (but within the Dedicated Acreage), [***] Days after the date on which such Well is ready for completion (the later of Gatherer’s receipt of such datesConnection Notice (in each case, with respect to such Welldate, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned Tank Battery to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from Crude Oil produced through such Well Planned Tank Battery by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.6, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by [***] (c) To the extent that the Tank Battery connection is required sooner than the Completion DeadlineDeadline determined as set forth above, as Producer’s sole the Parties shall meet and exclusive remedies discuss the issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts mutually to agree upon an accelerated connection timing. If Producer is willing to pay for such delay, (i) the Dedicated Gas from such Well additional costs involved with accelerating a connection, Gatherer shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and (ii) Producer shall have the right use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from Tank Battery connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Execution Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection Xxxxx. Planned Tank Batteries set forth in the Development Plan effective as of the Execution Date and identified on Exhibit B. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned Tank Battery on the Target Completion Date specified for such Well in such noticeExecution Date. (he) The Gathering Plan shall reflect all Gatherer has provided connections to certain of the Delivery Points as of the Effective Date and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s cost, obligated to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)as of the Execution Date for the applicable System Segments. If Except as otherwise agreed by the Parties, if Producer specifies that Dedicated Gas Crude Oil is to be delivered to a Delivery Point location not described on Exhibit B or in any Development Plan that is not at such time connected to the Gathering SystemSystem (each such location, a “Proposed Delivery Point”), Gatherer shall, at Producer’s its sole cost, risk, risk and expense, use commercially reasonable efforts to provide a connection to such Proposed Delivery Point, subject to the other terms and conditions set forth in this Section 3.3(e). Gatherer shall proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the applicable System Segment to the Proposed Delivery Point. For each such requestAll Delivery Points, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and including all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Proposed Delivery Points which become Delivery Points hereunder, shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas Crude Oil to be redelivered at such Delivery Point Points in accordance with this Agreement (with Agreement; provided, however, all expansions of capacity at such Delivery Points, including the any Delivery Points described on Exhibit B, being at Gatherer’s sole cost, risk and expense, except as otherwise agreed by the Parties. Upon completion of the connection of the applicable System Segment to a Proposed Delivery Point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the applicable System Segment and such Proposed Delivery Point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Producer’s sole, cost, risk, plans and expense). Subject to the foregoing, Gatherer shall connect each Well to the Gathering System such that Gas from such Well can be redelivered to the timing for all Proposed Delivery Points described in the Development Planon a Monthly basis.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop or obtain rights to use the Gathering System Facilities for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gatherer Owned Gathering System so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gatherer Owned Gathering System, connect the Gathering System to (or cause the Gathering System to be connected to) the High Pressure pipeline connected to the Processing Plant, if any, and connect the Gathering System to (or cause the Gathering System to be connected to) the Upstream Delivery Points, connect the Processing Plant to (or cause the Processing Plant to be connected to) the Plant Delivery Points, and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completion, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing or obtaining the Gathering System rights to use the Facilities to accommodate Third Party Gas. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire, or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Gas will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned CDP (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gatherer Owned Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas Planned CDP by the date that is (i) in the case of a Planned CDP that (A) is located two miles or less from the then-existing Gatherer Owned Gathering System at the time of such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1B) the Target Completion Date with respect to such Wellfor which is during the months of May through October, (2) the date that is 365 90 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that (A) is located greater than two miles from the then-existing Gatherer Owned Gathering System at the time of such Connection Notice or (B) the Target Completion Date for which is during the months of November through April, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gatherer Owned Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.11, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.9(b)), as Shipper’s and Producer’s sole and exclusive remedies for such delay,: (i) the Dedicated Gas produced from such Well CDP shall be temporarily released from the dedication hereunder and commitment made by Producer and Shipper under this Agreement until such time as such Well CDP is connected to the Gatherer Owned Gathering System and the Gatherer Owned Gathering System is ready to receive Dedicated Gas produced from through such Well CDP and to commence the Services with respect thereto; (ii) if such facilities are not completed and made available by the Completion Deadline, then, at Producer’s option, to be exercised in writing within 60 Days after the Completion Deadline or any extension thereof, the Dedicated Gas produced from the CDP and any future Xxxxx drilled within the same DSU shall be permanently released from the dedication and commitment made by Producer and Shipper under this Agreement; and (iiiii) Producer may exercise the rights described in Section 3.10. For the avoidance of doubt, Gatherer shall have in all cases use reasonable efforts to cause the right necessary facilities to be constructed to connect each Planned CDP to the Gatherer Owned Gathering System and to commence the Services with respect to Dedicated Gas produced from such Planned CDP in accordance with this Section 3.3(b), and the limited remedies of Shipper and Producer described immediately above do not limit Shipper’s and Producer’s rights for a failure by Gatherer to perform its obligations. (c) To the extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall meet and discuss the issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts to mutually agree upon an accelerated connection timing. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall use reasonable efforts to complete the procurementCDP connection within such accelerated timing. (d) The Parties agree and acknowledge that Producer has, construction and/or installation as of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Date. (g) Producer has as of the date hereof , delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan effective as of the Effective Date. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned CDP on the Target Completion Date specified for such Well in such noticeEffective Date. (he) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s or Gatherer’s Designee’s cost, to provide connections to (or cause connections to be provided to) the Upstream Delivery Points, Residue Delivery Points and NGL Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)C or within the Facilities Plan. If Producer Shipper specifies that Dedicated Gas, Residue Gas is or NGLs allocated to Dedicated Gas are to be delivered to a Delivery Point any delivery point not described on Exhibit B C or within the Facilities Plan and that is not at such time connected to the Gathering SystemFacilities, then Gatherer shall, at ProducerShipper’s sole actual cost, risk, risk and expense, provide a connection to (or cause a connection to be provided to) such Delivery Pointdelivery point. For Such costs shall be allocated pro rata based on volume utilization by Shipper and each other third party shipper who requests utilization of such additional delivery point. Gatherer shall proceed with due diligence and as a Reasonable and Prudent Operator, to obtain (or cause to be obtained) the necessary governmental authorizations and to enter into (or cause Gatherer’s Designee to enter into) the necessary third party agreements (on terms acceptable to Gatherer in its sole discretion) to connect the Facilities to each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producernew delivery point. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points delivery points shall be provided with all interconnection facilities and other Delivery Point applicable facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas or NGLs allocated to Dedicated Gas to be redelivered at such Delivery Point delivery point in accordance with this Agreement (with all expansions of capacity at such Delivery Points, including the Delivery Points described on Exhibit B, being at Producer’s sole, cost, risk, and expense)Agreement. Subject to the foregoing, Gatherer shall connect each Well CDP to the Gatherer Owned Gathering System such that Gas from such Well CDP can be redelivered to the Upstream Delivery Points and Residue Delivery Points described in the Development Facilities Plan, and such that NGLs extracted from such Gas can be delivered to the NGL Delivery Points described in the Facilities Plan. Upon completion of the connection of the Facilities to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gatherer Owned Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. Such new Delivery Point shall be coordinated between Gatherer and Gatherer’s Designee subject to the relevant contract granting Gatherer to use the portion of the Facilities owned or controlled by such Gatherer’s Designee. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis. Subject to Section 3.1(g), Gatherer shall have the right to flow volumes to the Processing Plant(s) prior to delivering volumes to any Upstream Delivery Point as long as such prioritization of flow does not cause the curtailment of Shipper’s volumes.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing Services as and when needed to support the upstream development of the Required Connection Xxxxx, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, and operate the Gathering System so as to timely connect the Required Connection Xxxxx to the Gathering System, connect the Gathering System to Delivery Points, and timely commence providing the full scope of Services, with respect to all Dedicated Gas produced from the Required Connection Xxxxx from and after their completion, all in accordance with this Section 3.3; provided, that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party Gas. (b) Producer shall from time to time give notice, in the form of Exhibit E F hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas (a “Connection Notice”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of such Well (the “Target Completion Date”). (c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Completion Date with respect to such Well, (2) the date that is 365 Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for completion (the later of such dates, with respect to such Well, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well to the Gathering System by the Target Completion Date therefor or to otherwise complete all facilities necessary to provide the full scope of Services with respect to all Dedicated Gas from such Well by the Target Completion Date therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay, (i) the Dedicated Gas from such Well shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and (ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Date. (g) Producer has as of the date hereof delivered a Connection Notice to Gatherer with respect to certain Required Connection Xxxxx. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 Days prior to the Target Completion Date specified for such Well in such notice. (h) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service datesPoints. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h). B. If Producer specifies that Dedicated Gas is to be delivered to a Delivery Point not described on Exhibit B that is not at such time connected to the Gathering System, Gatherer shall, at Producer’s sole cost, risk, and expense, provide a connection to such Delivery Point. For each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such Delivery Points, including the Delivery Points described on Exhibit B, being at Producer’s sole, cost, risk, and expense). Subject to the foregoing, Gatherer shall connect each Well to the Gathering System such that Gas from such Well can be redelivered to the Delivery Points described in the Development Plan.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gathering System, connect the Gathering System to the Delivery Points, Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas Crude Oil produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completionconnection to the Gathering System, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party GasCrude Oil. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire (or has been released or will be released), or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Crude Oil will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well (the “Target Completion Date”). (c) On or before the 30th Day after Planned CDP. Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gathering System and to commence the Services with respect to Dedicated Gas Crude Oil produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Completion Date with respect to such Well, (2) Planned CDP by the date that is 365 (i) in the case of a Planned CDP that is located two miles or less from the then-existing Gathering System at the time of such Connection Notice, 105 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that is located greater than two miles from the then-existing Gathering System at the time of such Connection Notice, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from Crude Oil produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.6, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.5(b)), as Shipper’s and Producer’s sole and exclusive remedies remedy for such delay,, at Producer’s option, the Dedicated Crude Oil produced from the CDP and any future Xxxxx drilled within the same DSU shall be permanently released from the dedication and commitment made by Producer and Shipper under this Agreement. (ic) To the Dedicated Gas from extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall meet and discuss the issues and potential additional costs associated with acceleration of such Well connection, and shall be temporarily released from dedication hereunder until such time as such Well use reasonable efforts to mutually agree upon an accelerated connection timing. If Producer is connected willing to pay for the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services additional costs involved with respect thereto; and (ii) Producer accelerating a connection, Gatherer shall have the right use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from CDP connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof previously delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan provided to Gatherer prior to the Effective Date. Such Connection Notice shall be deemed to have been given The Completion Deadline for each such Required Connection Well 365 Days prior to the Target Completion Date specified for such Well in such noticePlanned CDP shall be July 1, 2020. (he) The Gathering Plan Gatherer shall reflect all design and construct the initial Delivery Points at its sole cost and existing or anticipated capacities and anticipated in-service datesexpense. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)or within the Development Plan. If Producer Shipper specifies that Dedicated Gas Crude Oil is to be delivered to a Delivery Point not described on Exhibit B or within the Development Plan that is not at such time connected to the Gathering System, Gatherer shall, at Producer’s sole cost, risk, and expense, shall provide a connection to such Delivery Point. For With respect to each of the first two such requestadditional connections (each, an “Additional Delivery Point”) (i) if such Additional Delivery Point is within one mile of the then-existing Gathering System, Gatherer shall provide Producer with an estimated bear the cost and in-service date, which are subject to changeof such Additional Delivery Point, and (ii) if such Additional Delivery Point is more than one mile from the then-existing Gathering System, Shipper shall bear the incremental cost of locating such Additional Delivery Point in excess of one mile from the then-existing Gathering System, and Gatherer shall bear all other costs of such Additional Delivery Point. Such costs shall remain be allocated pro rata with any third party shipper that requests utilization of such additional Delivery Point. Gatherer shall proceed with due diligence and in good faith to obtain the sole costnecessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the Gathering System to each such new delivery point. For the avoidance of doubt, risk, and expense Gatherer shall not be obligated to pay any pump over fee or similar fee charged by any pipeline downstream of the ProducerDelivery Points, such fee being, as between the Parties, for the account of Shipper. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas Crude Oil to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such new Delivery Points, not including the Delivery Points described on Exhibit BB or within the Development Plan or the Additional Delivery Points, being at ProducerShipper’s sole, sole actual cost, risk, risk and expense). Subject to the foregoing, Gatherer shall connect each Well CDP to the Gathering System such that Gas Crude Oil from such Well CDP can be redelivered to the Delivery Points described in Points. Upon completion of the Development Planconnection of the Gathering System to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System Facilities for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System Facilities so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gathering System, connect the Gathering System to the Processing Plant and the Gathering System Delivery Points, connect the Processing Plant to the Plant Delivery Points, connect the Gas Lift Gas System to the Gas Lift Delivery Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completion, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System Facilities to accommodate Third Party GasGas and shall not require Gatherer to build any Additional Processing Plants. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire, or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Gas will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned CDP (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas Planned CDP by the date that is (i) in the case of a Planned CDP that (A) is located two miles or less from the then-existing Gathering System at the time of such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1B) the Target Completion Date with respect to such Wellfor which is during the months of May through October, (2) the date that is 365 90 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that (A) is located greater than two miles from the then-existing Gathering System at the time of such Connection Notice or (B) the Target Completion Date for which is during the months of November through April, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.10, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.9(b)), as Shipper’s and Producer’s sole and exclusive remedies for such delay,: (i) the Dedicated Gas produced from such Well CDP shall be temporarily released from the dedication hereunder and commitment made by Producer and Shipper under this Agreement until such time as such Well CDP is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from through such Well CDP and to commence the Services with respect thereto; and (ii) if such facilities are not completed and made available by 60 Days after the Completion Deadline then at Producer’s option, the Dedicated Gas produced from the CDP and any future Xxxxx drilled within the same DSU shall be permanently released from the dedication and commitment made by Producer and Shipper under this Agreement. (c) To the extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall have meet and discuss the right issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts mutually to agree upon an accelerated connection timing. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from CDP connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Effective Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan effective as of the Effective Date. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned CDP on the Target Completion Date specified for such Well in such noticeEffective Date. (he) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Upstream Delivery Points, Residue Delivery Points and NGL Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)C or within the Facilities Plan. If Producer Shipper specifies that Dedicated Gas is or NGLs allocated to Dedicated Gas are to be delivered to a an Upstream Delivery Point Point, Residue Delivery Point, or NGL Delivery Point, as applicable, not described on Exhibit B C or within the Facilities Plan that is not at such time connected to the Gathering SystemSystem or the Processing Plant, Gatherer shall, at ProducerShipper’s sole actual cost, risk, risk and expense, provide a connection to such Delivery Point. For Such costs shall be allocated pro rata based on volume utilization with any third party shipper that requests utilization of such additional Delivery Point. Gatherer shall proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the Gathering System to each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producernew delivery point. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas or NGLs allocated to Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such new Delivery Points, not including the Delivery Points described on Exhibit BC or within the Facilities Plan, being at ProducerShipper’s sole, sole actual cost, risk, risk and expense). Subject to the foregoing, Gatherer shall connect each Well CDP to the Gathering System such that Gas from such Well CDP can be redelivered to the Upstream Delivery Points and Residue Delivery Points described in the Development Facilities Plan, and such that NGLs extracted from such Gas can be delivered to the NGL Delivery Points described in the Facilities Plan. Upon completion of the connection of the Gathering System to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis. Subject to Section 3.1(g), Gatherer shall have the right to flow volumes to any Processing Plant(s) prior to delivering volumes to any Upstream Delivery Point as long as such prioritization of flow does not cause the curtailment of Shipper’s volumes.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System for the purpose of providing Services as and when needed to support the upstream development of the Required Connection Xxxxx, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, and operate the Gathering System so as to timely connect the Required Connection Xxxxx to the Gathering System, connect the Gathering System to Delivery Points, and timely commence providing the full scope of Services, with respect to all Dedicated Gas produced from the Required Connection Xxxxx from and after their completion, all in accordance with this Section 3.3; provided, that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System to accommodate Third Party Gas. (b) Producer shall from time to time give notice, in the form of Exhibit E D hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas (a “Connection Notice”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of such Well (the “Target Completion Date”). (c) On or before the 30th Day [***] after delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 [***] Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day [***]-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine[***], or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter[***], as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas from such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well [***] and in any event on or before the later to occur of [***] (1) the Target Completion Date with respect to such Well, (2) the date that is 365 [***] Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for completion (the later of such dates, with respect to such Well, the “Completion Deadline”). Gatherer shall provide Producer notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well to the Gathering System by the Target Completion Date therefor or to otherwise complete all facilities necessary to provide the full scope of Services with respect to all Dedicated Gas from such Well by the Target Completion Date therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay, (i) the Dedicated Gas from such Well shall be temporarily released from dedication hereunder until such time as such Well is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from such Well and to commence the Services with respect thereto; and (ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities[***], and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 [***] Days or more after the Effective Date. (g) Producer has as of the date hereof delivered a Connection Notice to Gatherer with respect to certain Required Connection Xxxxx. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 [***] Days prior to the Target Completion Date specified for such Well in such notice. (h) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer or its designee shall be obligated, at Gatherer’s cost, to provide connections to the Delivery Points set forth on Exhibit B A and expand each Delivery Point in accordance with Section 3.3(h)3.4. If Producer specifies that Dedicated Gas is to be delivered to a Delivery Point not described on Exhibit B A that is not at such time connected to the Gathering System, Gatherer or its designee shall, at Producer’s sole cost, risk, and expense, provide a connection to such Delivery Point. For each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producer. Producer shall provide at least eighteen (18) [***] Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B A or any new Delivery Point not listed in Exhibit B. A. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such Delivery Points, including the Delivery Points described on Exhibit BA, being at Producer’s sole, cost, risk, and expense). Subject to the foregoing, Gatherer shall connect each Well to the Gathering System such that Gas from such Well can be redelivered to the Delivery Points described in the Development Plan.

Expansion of Gathering System; Connection of Xxxxx; Delivery Points. (a) Gatherer shall design and develop the Gathering System Facilities for the purpose of providing the Services as and when needed to support the upstream development of the Required Connection XxxxxPlanned CDPs, and Gatherer shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to procure, construct, install, own, own and operate the Gathering System Facilities so as to timely connect the Required Connection Xxxxx Planned CDPs to the Gathering System, connect the Gathering System to the Processing Plant and the Gathering System Delivery Points, connect the Processing Plant to the Plant Delivery Points, connect the Gas Lift Gas System to the Gas Lift Delivery Points and timely commence providing the full scope of Services, the Services with respect to all Dedicated Gas produced from all CDPs, including the Required Connection Xxxxx Planned CDPs from and after their completion, all in accordance with this Section 3.3; provided, provided that the foregoing shall not preclude Gatherer from also designing and developing the Gathering System Facilities to accommodate Third Party GasGas and shall not require Gatherer to build any Additional Processing Plants. (b) Producer shall from time to time give notice, in the form of Exhibit E hereto (or in such form as the Parties shall otherwise agree from time to time), to Gatherer of each Planned Well that Producer intends to drill and complete that will produce Dedicated Gas notice (a “Connection Notice”) to Gatherer (with a copy to Shipper) of each CDP that Producer intends to construct and install (or a CDP that is subject to a Conflicting Dedication that has expired or will expire, or that Producer or Shipper has terminated or will terminate, prior to the applicable Completion Deadline) through which Dedicated Gas will be produced (each, a “Planned CDP”). Each Connection Notice shall set forth the target completion date for drilling and completion and turn-to-sales of the initial Well to produce through such Well Planned CDP (the “Target Completion Date”). (c) On or before the 30th Day after . Following delivery of a Connection Notice for a Planned Well, Gatherer shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to connect such Planned Well to the Gathering System and perform the Services in respect of Dedicated Gas produced from such Planned Well for the Gathering Fee defined in Section 5.1(a) or (ii) state that it has determined that such Planned Well is not a Required Connection Well and state the Gathering Fee that it would charge for connecting such Planned Well to the Gathering System and performing the Services in respect of Dedicated Gas produced from such Planned Well. (d) If Gatherer delivers the notice referred to in Section 3.3(c)(i) with respect to a Connection Notice for a Planned WellCDP, such Planned Well shall be deemed a Required Connection Well. If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Gatherer, accept Gatherer’s proposed Gathering Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee proposed in Gatherer’s notice shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. (e) If Gatherer delivers the notice referred to in Section 3.3(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have such Planned Well connected to the Gathering System but does not agree to the proposed Gathering Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Gathering Fee that would be applicable to the Services performed in respect of Dedicated Gas produced from such Planned Well. If the Parties agree in writing on such Gathering Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Gathering Fee agreed by the Parties shall be charged for Dedicated Gas delivered to the Receipt Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Gatherer, (i) withdraw the Connection Notice with respect to such Planned Well, in which case such Planned Well, together with the acreage to be drilled the same Well Pad on which such Planned Well is to be located, shall be released from dedication and commitment under this Agreement, and may be connected to such third party gathering system as Producer may determine, or (ii) agree to pay the incremental costs incurred by Gatherer to connect such Planned Well to the Gathering System above the costs that would be incurred by Gatherer to connect such Planned Well if it were located at the point on the Five Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Planned Well, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Gathering Fee defined in Section 5.1(a) shall apply to the Services performed in respect of Dedicated Gas produced from such Planned Well. (f) Gatherer shall cause the necessary facilities to be constructed to connect each Required Connection Well such CDP to the Gathering System and to commence the Services with respect to Dedicated Gas produced from such Required Connection Well. Such facilities shall be available to receive Dedicated Gas Planned CDP by the date that is (i) in the case of a Planned CDP that (A) is located two miles or less from the then-existing Gathering System at the time of such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1B) the Target Completion Date with respect to such Wellfor which is during the months of May through October, (2) the date that is 365 90 Days after the date of Producer’s delivery of such Connection Notice for such Well, and (3ii) in the case of a Planned CDP that is (A) located greater than two miles from the then-existing Gathering System at the time of such Connection Notice or (B) the Target Completion Date for which is during the months of November through April, 180 Days after the date on which such Well is ready for completion (the later of Producer’s delivery of such dates, with respect to Connection Notice (such Welldate, the “Completion Deadline”). Gatherer shall provide Producer and Shipper notice promptly upon Gatherer’s becoming aware of any reason to believe that it may not be able to connect a Required Connection Well Planned CDP to the Gathering System by the Target Completion Date Deadline therefor or to otherwise complete all facilities necessary to provide the full scope of the Services with respect to all Dedicated Gas from produced through such Well Planned CDP by the Target Completion Date Deadline therefor. If and to the extent Gatherer is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.93.10, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Gatherer’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion DeadlineDeadline (as may be extended in accordance with Section 3.9(b)), as Shipper’s and Producer’s sole and exclusive remedies for such delay,: (i) the Dedicated Gas produced from such Well CDP shall be temporarily released from the dedication hereunder and commitment made by Producer and Shipper under this Agreement until such time as such Well CDP is connected to the Gathering System and the Gathering System is ready to receive Dedicated Gas produced from through such Well CDP and to commence the Services with respect thereto; and (ii) if such facilities are not completed and made available by 60 Days after the Completion Deadline then at Producer’s option, the Dedicated Gas produced from the CDP and any future Xxxxx drilled within the same DSU shall be permanently released from the dedication and commitment made by Producer and Shipper under this Agreement. (c) To the extent that the CDP connection is required sooner than the Completion Deadline determined as set forth above, the Parties shall have meet and discuss the right issues and potential additional costs associated with acceleration of such connection, and shall use reasonable efforts mutually to agree upon an accelerated connection timing. If Producer is willing to pay for the additional costs involved with accelerating a connection, Gatherer shall use reasonable efforts to complete the procurement, construction and/or installation of any rights or facilities necessary to connect the relevant Well to the Gathering System, to connect the Gathering System to the relevant Delivery Point, and/or to permit Dedicated Gas from CDP connection within such Required Connection Well to be received into the Gathering System and delivered to the relevant Delivery Point, in which case Gatherer shall pay to Producer an amount equal to 115% of all reasonable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Gatherer and such rights and facilities shall thereafter be part of the Gathering System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are 365 Days or more after the Effective Dateaccelerated timing. (gd) The Parties agree and acknowledge that Producer has as of the date hereof Effective Date delivered a Connection Notice Notices to Gatherer with respect to certain Required Connection XxxxxPlanned CDPs set forth in the Development Plan effective as of the Effective Date. Such Connection Notice Notices shall be deemed to have been given for each such Required Connection Well 365 Days prior to Planned CDP on the Target Completion Date specified for such Well in such noticeEffective Date. (he) The Gathering Plan shall reflect all Delivery Points and existing or anticipated capacities and anticipated in-service dates. Gatherer shall be obligated, at Gatherer’s cost, to provide connections to the Upstream Delivery Points, Residue Delivery Points and NGL Delivery Points set forth on Exhibit B and expand each Delivery Point in accordance with Section 3.3(h)C or within the Facilities Plan. If Producer Shipper specifies that Dedicated Gas or NGLs allocated to Dedicated Gas is to be delivered to a an Upstream Delivery Point Point, Residue Delivery Point, or NGL Delivery Point, as applicable, not described on Exhibit B C or within the Facilities Plan that is not at such time connected to the Gathering SystemSystem or the Processing Plant, Gatherer shall, at ProducerShipper’s sole actual cost, risk, risk and expense, provide a connection to such Delivery Point. For Such costs shall be allocated pro rata based on volume utilization with any third party shipper that requests utilization of such additional Delivery Point. Gatherer shall proceed with due diligence and in good faith to obtain the necessary governmental authorizations and to enter into the necessary third party agreements (any such agreement to be on terms acceptable to Gatherer) to connect the Gathering System to each such request, Gatherer shall provide Producer with an estimated cost and in-service date, which are subject to change, and all such costs shall remain the sole cost, risk, and expense of the Producernew delivery point. Producer shall provide at least eighteen (18) Months’ notice prior to its anticipated need for expanded capacity at any Delivery Point listed in Exhibit B or any new Delivery Point not listed in Exhibit B. All such Delivery Points shall be provided with all interconnection facilities and other Delivery Point facilities (including any Measurement Facilities), and with sufficient capacities, necessary to permit Dedicated Gas or NGLs allocated to Dedicated Gas to be redelivered at such Delivery Point in accordance with this Agreement (with all expansions of capacity at such new Delivery Points, not including the Delivery Points described on Exhibit BC or within the Facilities Plan, being at ProducerShipper’s sole, sole actual cost, risk, risk and expense). Subject to the foregoing, Gatherer shall connect each Well CDP to the Gathering System such that Gas from such Well CDP can be redelivered to the Upstream Delivery Points and Residue Delivery Points described in the Development Facilities Plan, and such that NGLs extracted from such Gas can be delivered to the NGL Delivery Points described in the Facilities Plan. Upon completion of the connection of the Gathering System to such new delivery point pursuant to this Section 3.3(e) and such connection becoming operational, the point of interconnection between the Gathering System and such new delivery point shall thereafter be a Delivery Point under this Agreement. The Parties shall discuss Shipper’s plans and timing for all new Delivery Point connections on a Monthly basis. Subject to Section 3.1(g), Gatherer shall have the right to flow volumes to any Processing Plant(s) prior to delivering volumes to any Upstream Delivery Point as long as such prioritization of flow does not cause the curtailment of Shipper’s volumes.