Common use of Fee Adjustments Clause in Contracts

Fee Adjustments. (a) As of January 1 of each Year (commencing as of January 1, 2016), each of the Fees will be increased by an amount equal to the sum of the then applicable fee as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such fee. (b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee and the Wet Gas Gathering Fee shall be reduced as set forth in Exhibit I-1. For the avoidance of doubt, only the highest penalty set forth on Exhibit I-1 shall be applicable to a Downtime Event. (c) Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure. Except in the event of Force Majeure, if, during any calendar quarter, (i) the Daily arithmetic average operating pressure of an Individual System exceeds the pressure set forth in the design documents for the applicable Individual System in the applicable, approved Gathering System Plan (the “Target Pressure”) for such Individual System, (ii) such increase is not a result of Shipper’s production being in excess of the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased production, then the Dry Gas Gathering Fee and the Wet Gas Gathering Fee with respect to such Individual System shall be reduced based on the calculation of the Pressure Overage Percentage, as set forth in Exhibit I-2 for each Month during such calendar quarter. (d) Subject to Gatherer’s consent (such consent not to be unreasonably withheld), to the extent that there is an option between fuel sources at any Fuel Point, prior to the beginning of each Month (the “Month of Service”), Shipper may request the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee and the Wet Gas Gathering Fee for such Month of Service shall be increased by the Compression Charge applicable to such Month of Service. (e) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Xxxxxxxxx Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “XxXxxx Facility”), (ii) production being transported by Gatherer may flow through the Xxxxxxxxx Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the XxXxxx Facility (such production that is capable of flowing through the XxXxxx Facility, the “Other Production”). For the avoidance of doubt, Other Production is neither Joint Dedicated Production nor Legacy Well Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper shall provide to Gatherer a statement setting forth (A) the volumes, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumes, stated in MMBtu, of production that were delivered at the tailgate of the Xxxxxxxxx Facility during such Month (the “Xxxxxxxxx Delivered Production”). If the Xxxxxxxxx Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Xxxxxxxxx Delivered Production and the Other Monthly Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Xxxxxxxxx Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumes, stated in MMBtu, of the difference between the Other Monthly Production and the Xxxxxxxxx Delivered Production multiplied by (y) the applicable Fee.

Fee Adjustments. (a) As of January 1 of each Year (commencing as of January 1, 2016), each of the Fees will be increased by an amount equal to the sum of the then applicable fee as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such fee. (b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee and the Wet Gas Gathering Fee shall be reduced as set forth in Exhibit I-1. For the avoidance of doubt, only the highest penalty set forth on Exhibit I-1 shall be applicable to a Downtime Event. (c) Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure. Except in the event of Force Majeure, if, during any calendar quarter, (i) the Daily arithmetic average operating pressure of an Individual System exceeds the pressure set forth in the design documents for the applicable Individual System in the applicable, approved Gathering System Plan (the “Target Pressure”) for such Individual System, (ii) such increase is not a result of Shipper’s production being in excess of the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased production, then the Dry Gas Gathering Fee and the Wet Gas Gathering Fee with respect to such Individual System shall be reduced based on the calculation of the Pressure Overage Percentage, as set forth in Exhibit I-2 for each Month during such calendar quarter. (d) Subject to Gatherer’s consent (such consent not to be unreasonably withheld), to the extent that there is an option between fuel sources at any Fuel Point, prior to the beginning of each Month (the “Month of Service”), Shipper may request the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee and the Wet Gas Gathering Fee for such Month of Service shall be increased by the Compression Charge applicable to such Month of Service. (e) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Xxxxxxxxx Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “XxXxxx Facility”), (ii) production being transported by Gatherer may flow through the Xxxxxxxxx Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the XxXxxx Facility (such production that is capable of flowing through the XxXxxx Facility, the “Other Production”). For the avoidance of doubt, Other Production is neither Joint Dedicated Production nor Legacy Well Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper shall provide to Gatherer a statement setting forth (A) the volumes, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumes, stated in MMBtu, of production that were delivered at the tailgate of the Xxxxxxxxx Facility during such Month (the “Xxxxxxxxx Delivered Production”). If the Xxxxxxxxx Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Xxxxxxxxx Delivered Production and the Other Monthly Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Xxxxxxxxx Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumes, stated in MMBtu, of the difference between the Other Monthly Production and the Xxxxxxxxx Delivered Production multiplied by (y) the applicable Fee.

Fee Adjustments. (a) As of January 1 of each Year (commencing as of January 1, 20162017), each of the Fees will be increased by an amount equal to the sum of the then applicable fee as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such fee. (b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee and the Wet Gas Gathering Fee shall be reduced as set forth in Exhibit I-1. For the avoidance of doubt, only the highest penalty set forth on Exhibit I-1 shall be applicable to a Downtime Event. (c) Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure. Except in Pressure without the event use of Force Majeure, if, during any calendar quarter, (i) the Daily arithmetic average operating pressure of an Individual System exceeds the pressure set forth in the design documents for the applicable Individual System in the applicable, approved Gathering System Plan (the “Target Pressure”) for such Individual System, (ii) such increase is not a result regulation of Shipper’s production being in excess of or without limiting Shipper’s flow below the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased productionReport, then the Dry Gas Gathering Fee and the Wet Gas Gathering Fee with respect to such Individual System shall be reduced based on the calculation of the Pressure Overage Percentage, as set forth subject in Exhibit I-2 for each Month during such calendar quarter. (d) Subject to Gatherer’s consent (such consent not to be unreasonably withheld), case to the extent that there is an option between fuel sources at any Fuel Pointcurtailment procedures under this Agreement, prior to the beginning including Article VI of each Month (the “Month of Service”), Shipper may request the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee this Agreement and the Wet Gas Gathering Fee for such Month of Service shall be increased by the Compression Charge applicable to such Month of Service. (e) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Xxxxxxxxx Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “XxXxxx Facility”), (ii) production being transported by Gatherer may flow through the Xxxxxxxxx Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the XxXxxx Facility (such production that is capable of flowing through the XxXxxx Facility, the “Other Production”). For the avoidance of doubt, Other Production is neither Joint Dedicated Production nor Legacy Well Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper shall provide to Gatherer a statement setting forth (A) the volumes, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumes, stated in MMBtu, of production that were delivered at the tailgate of the Xxxxxxxxx Facility during such Month (the “Xxxxxxxxx Delivered Production”). If the Xxxxxxxxx Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Xxxxxxxxx Delivered Production and the Other Monthly Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Xxxxxxxxx Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumes, stated in MMBtu, of the difference between the Other Monthly Production and the Xxxxxxxxx Delivered Production multiplied by (y) the applicable Fee.Section 1.7

Fee Adjustments. (a) As Commencing with (i) January 1, 2018, for the Fees applicable to the Execution Date Xxxxx, and (ii) January 1, 2019, for the Fees applicable to all other Xxxxx and for the Adjusted Amount, and thereafter as of January 1 of each remaining Year (commencing as of January 1through and including calendar year 2034, 2016), each of the such Fees and Adjusted Amount will be increased by an amount equal to the sum of the then applicable fee or amount (as applicable) as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such feefee or amount. Commencing on January 1, 2035, and as of each January 1 thereafter during the Term, each Fee and Adjusted Amount shall be adjusted to be an amount equal to the sum of the Fee or Adjusted Amount in effect immediately prior to January 1, 2035, and the product of such Fee or Adjusted Amount and the percentage change in CPI-U between January 1, 2034 and January 1, 2035. Such Fees and Adjusted Amount shall be adjusted thereafter on each successive January 1 by adjusting the previous Year’s Fees and Adjusted Amount by the percentage change in CPI-U over the preceding Year. Notwithstanding the foregoing, in no event will any CPI-U adjustment (up or down) exceed 3% of the Fees or the Adjusted Amount in effect immediately prior to such adjustment. (b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee for Dedicated Gas and the Wet Gas Condensate Gathering Fee for Dedicated Liquid Condensate shall be reduced as set forth in Exhibit I-1. H. For the avoidance of doubt, only the highest penalty set forth on Exhibit I-1 H shall be applicable to a Downtime Event. (c) This Section 5.2(c) applies only to Dedicated Gas produced from Xxxxx connected to Receipt Points with respect to which Gatherer shall use its commercially reasonable efforts is providing (or is obligated to maintain provide) Existing Pressure Service, Tier 1 Pressure Service or Tier 2 Pressure Service pursuant to the Daily arithmetic average operating pressure provisions of this Agreement (all such Dedicated Gas herein the system pressures “Compression Obligation Gas”). After the first Day upon which Gatherer is obligated to provide such Compression Services for Compression Obligation Gas received at the Target Pressure. Except in applicable Receipt Point receiving such Compression Obligation Gas (the event of Force Majeure“Compression Obligation Receipt Point”), if, if during any calendar quarterDay, (i) the Daily arithmetic average operating pressure of an Individual System Average Pressure exceeds the pressure set forth in the design documents Existing Required Pressure at a Compression Obligation Receipt Point for the applicable Individual System in the applicablewhich Gatherer is providing Existing Pressure Service, approved Gathering System Plan six hundred (600) Psig at a Compression Obligation Receipt Point for which Gatherer is providing Tier 1 Pressure Service or three hundred (300) Psig at a Compression Obligation Receipt Point for which Gatherer is providing Tier 2 Pressure Service (the “Target Pressure”), then (i) for such Individual System, (ii) such increase is not a result of Shipper’s production being in excess of the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased production, then the Dry Gas Gathering Fee and the Wet for Compression Obligation Gas Gathering Fee with respect to received at such Individual System Compression Obligation Receipt Point shall be reduced for such Day based on the calculation of the Pressure Overage Percentage, as set forth in Exhibit I-2 I, and (ii) the applicable Compression Fee for each Month during Compression Obligation Gas received at such calendar quarterCompression Obligation Receipt Point shall be $0. The Gas Gathering Fee and Compression Fee reduction under this Section 5.2(c) constitutes the sole and exclusive remedy available to Shipper with respect to any failure by Gatherer to (i) cause the Average Pressure at any Compression Obligation Receipt Point to not exceed the Target Pressure for such Receipt Point, except as otherwise provided in Sections 2.5(a)(v) and 2.5(a)(vi), or (ii) commence the applicable Tier 1 Pressure Service or Tier 2 Pressure Service by the applicable Target Compression Date, except as otherwise provided in Section 2.5(a)(iv). (d) Subject This Section 5.2(d) applies to Gatherer’s consent all Dedicated Gas that is not Compression Obligation Gas (such consent not “Free Flow Gas”). After the commencement of Gathering Services to be unreasonably withheld), to the extent that there is an option between fuel sources Free Flow Gas at any Fuel Receipt Point, prior until such time as such Free Flow Gas at such Receipt Point (a “Free Flow Receipt Point”) becomes Compression Obligation Gas hereunder, if during any Day, the Average Pressure at such Free Flow Receipt Point exceeds the sum of (i) the Average Pressure at the Delivery Point to which the beginning majority of the Free Flow Gas is delivered during such Day and (ii) the CONE Freeflow Pressure Delta specified on Exhibit Q for the relevant Free Flow Receipt Point Area (and the Parties agree to use good faith efforts to mutually agree the areas covered by each Month Free Flow Receipt Point Area) (the “Month of ServiceFree Flow Target Pressure”), Shipper may request then the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee and the Wet applicable Gas Gathering Fee for Free Flow Gas at such Month of Service Free Flow Receipt Point shall be increased reduced for such Day based on the calculation of the Pressure Overage Percentage, as set forth in Exhibit I. The Gas Gathering Fee reduction under this Section 5.2(d) constitutes the sole and exclusive remedy available to Shipper with respect to any failure by Gatherer to cause the Compression Charge applicable Average Pressure at any Free Flow Receipt Point to not exceed the Free Flow Target Pressure for such Month of ServiceFree Flow Receipt Point, except as otherwise provided herein. (e) In calculating any Pressure Overage Percentage as required pursuant to Section 5.2(c) or Section 5.2(d), any period of time when the Target Pressure at the Compression Obligation Receipt Point is not maintained due to (i) an event of Force Majeure, or (ii) delivery by Shipper of Gas and/or Liquid Condensate, at that or any other Receipt Point on the relevant Individual System, which does not meet the applicable quality specifications set forth in Section 1.1 of the Operating Terms and Conditions, shall, in each case, be excluded from such calculation. (f) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Xxxxxxxxx Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “XxXxxx Facility”), (ii) production being transported gathered by Gatherer may flow through the Xxxxxxxxx Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the XxXxxx Facility (such production that is capable of flowing through the XxXxxx Facility, the “Other Production”). For the avoidance of doubt, Other Production is neither Joint Dedicated Production nor Legacy Well not Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper shall provide to Gatherer a statement setting forth (A) the volumesquantities, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumesquantities, stated in MMBtu, of production that were delivered at the tailgate of the Xxxxxxxxx Facility during such Month (the “Xxxxxxxxx Delivered Production”). If the Xxxxxxxxx Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Xxxxxxxxx Delivered Production and the Monthly Other Monthly Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Xxxxxxxxx Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumesquantities, stated in MMBtu, of the difference between the Monthly Other Monthly Production and the Xxxxxxxxx Delivered Production multiplied by (y) the applicable Fee.