Common use of Gathering System Expansions Clause in Contracts

Gathering System Expansions. (a) Shippers shall provide to LMM at the start of each calendar quarter a plan forecasting drilling and development activity within the Area of Interest for the immediately ensuing *** Months (the “Scoping Plan”) and a plan forecasting drilling and development activity for the immediately ensuing *** Months (the “Drilling Plan”) (together the “Scoping Plan” and the “Drilling Plan” may be referred to as the “Plans”). Each Drilling Plan shall include a description of each individual project (which may be limited to a single well, each a “Project”), which Project description shall at a minimum include ***; and any other information reasonably requested by LMM. Upon request, and provided such document is available, Shipper shall provide LMM with a copy of any of Shipper’s authority for expenditure documents relating to any well or Project. The parties shall meet no less frequently than once a Month to review the Plans, discuss any changes to the Plans, and to discuss alternatives with regard to the possible expansion of LMM’s Gathering System. Upon receipt of the Drilling Plan, LMM shall, within *** Days, provide Shippers for each Project described in the Drilling Plan, either a proposal (the “Expansion Proposal”) outlining the recommended facilities to be installed in order to Gather Shippers’ Gas from a Project (the “Expansion”) or, at LMM’s election, notice to Shipper that it has elected to not expand the Gathering System to connect a Project. The Expansion Proposal for each Project with respect to which LMM has elected to build an Expansion will include (i) a detailed description of the facilities that will comprise the Expansion, including without limitation ***, (ii) all hydraulic modeling results and assumptions relating to the Expansion; (iii) ***; (iv) the estimated throughput capacity of the Expansion; (v) ***, (vi) construction milestones including the date on which construction of the Expansion will commence, the date for completion of installation of all proposed compression and processing plants, if any, to be included in the Expansion, and the date on which the expanded Gathering System will be available to receive the Gas and (vii) any other information reasonably requested by Shipper. (b) Upon receipt of each Expansion Proposal, Shippers shall have *** Days to either: (i) accept the recommendations as presented in an Expansion Proposal, in which case LMM shall proceed with the development and construction of the Expansion as described in the Expansion Proposal, and Shippers shall be liable for the recovery of the costs to construct the facilities as set forth in Section 2.8, above; or (ii) reject the recommendations as presented in an Expansion Proposal, and instead propose an alternative(s) to the recommendations as proposed. If Shippers propose an alternative to the recommended facilities and construction plan, LMM shall have the option, within *** Business Days to either: (A) elect to build the Expansion in accordance with Shipper’s proposed alternative; (B) work with Shippers to revise the recommendation into a mutually agreeable alternative; (C) reject the alternative and elect to construct LMM’s originally recommended facilities, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to the estimated cost of Shippers’ alternative; or (D) reject the proposed alternative without electing to construct either LMM’s or Shippers’ recommendations, and instead opt to enlist a neutral third party (Project Arbitrator) to determine which of the conflicting alternatives is based upon the most optimal system design that is specific to the Project for which the recommendations were proposed in terms of cost and scope of the Project, taking in to account the cost to Shipper to connect to the Legacy Gathering System, the Marcellus Gathering System, or a third party. The Project Arbitrator shall be chosen by agreement between LMM and Shippers and shall have relevant engineering and project development experience in the natural gas industry. Shippers and LMM will each pay one-half of the cost of the Project Arbitrator. Shipper and LMM shall each provide their proposed recommendations to the Project Arbitrator upon his or her retention and shall meet together with the Project Arbitrator at a time designated by such Project Arbitrator, which time shall be within *** Days of his or her retention (or such other time as LMM and Shipper may agree) to present their respective recommendations, and the Project Arbitrator shall have *** Days to choose one or the other of the recommendations. The Project Arbitrator shall have no authority to revise either recommendation prior to selection, but must make his or her selection on the basis of the recommendations presented by LMM and Shippers. If the Project Arbitrator chooses Shipper’s recommendation, then LMM shall construct the Expansion in accordance with the selected recommendation and the recovery of the costs of construction pursuant to Section 2.8 shall be limited to the estimated cost of Shipper’s recommendation as chosen by the Project Arbitrator, but if Shipper’s recommendation is based upon connecting to a third party, then LMM may nonetheless elect to construct LMM’s originally recommended Expansion, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to ***. (c) If LMM fails to construct the Expansion in accordance with the schedule described in the Expansion Proposal as such Expansion Proposal may be modified pursuant to Section 2.6(b), above, then after a well is ultimately connected, Shipper shall pay the Reduced Fee for a period that equals ***. Notwithstanding the foregoing, if such well remains unconnected for *** Days beyond the scheduled completion date, then Shipper will have the option to either connect the well to the Gathering System at its own cost and expense and pay the Reduced Fee thereafter or such gas shall be released from dedication hereunder. (d) If the constructed Expansion materially fails to perform in accordance with the Expansion Proposal, as the Expansion Proposal may be modified pursuant to Section 2.6(b), above, but excluding failures by LMM to maintain Target Suction Pressures and operating pressures for which Shipper would be covered under Section 1.6, then Shipper shall pay the Reduced Fee during any period of such nonperformance and thereafter return to the Gathering Fee set forth in Exhibit “E”. Notwithstanding the foregoing, if such expansion continues to materially fail to perform for *** Days in the aggregate in any *** Day period, then Shipper will have the option to either (i) continue to cause Gas to be Gathered through the nonperforming expansion into the Gathering System at the Reduced Fee during the time of nonperformance, (ii) construct at its own cost and expense a separate connection to the Gathering System to Gather the Gas that the nonperformance of the expansion stranded from the Gathering System, and pay the Reduced Fee with respect to such Gas, or (iii) remove such Gas from the dedication.

Gathering System Expansions. (a) Shippers shall provide to LMM at the start of each calendar quarter a plan forecasting drilling and development activity within the Area of Interest for the immediately ensuing *** Months (the “Scoping Plan”) and a plan forecasting drilling and development activity for the immediately ensuing *** Months (the “Drilling Plan”) (together the “Scoping Plan” and the “Drilling Plan” may be referred to as the “Plans”). Each Drilling Plan shall include a description of each individual project (which may be limited to a single well, each a “Project”), which Project description shall at a minimum include include***; and any other information reasonably requested by LMM. Upon request, and provided such document is available, Shipper shall provide LMM with a copy of any of Shipper’s authority for expenditure documents relating to any well or Project. The parties shall meet no less frequently than once a Month to review the Plans, discuss any changes to the Plans, and to discuss alternatives with regard to the possible expansion of LMM’s Gathering System. Upon receipt of the Drilling Plan, LMM shall, within *** Days, provide Shippers for each Project described in the Drilling Plan, either a proposal (the “Expansion Proposal”) outlining the recommended facilities to be installed in order to Gather Shippers’ Gas from a Project (the “Expansion”) or, at LMM’s election, notice to Shipper that it has elected to not expand the Gathering System to connect a Project. The Expansion Proposal for each Project with respect to which LMM has elected to build an Expansion will include (i) a detailed description of the facilities that will comprise the Expansion, including without limitation ***, (ii) all hydraulic modeling results and assumptions relating to the Expansion; (iii) ***; (iv) the estimated throughput capacity of the Expansion; (v) )***, (vi) construction milestones including the date on which construction of the Expansion will commence, the date for completion of installation of all proposed compression and processing plants, if any, to be included in the Expansion, and the date on which the expanded Gathering System will be available to receive the Gas and (vii) any other information reasonably requested by Shipper. (b) Upon receipt of each Expansion Proposal, Shippers shall have *** Days to either: (i) accept the recommendations as presented in an Expansion Proposal, in which case LMM shall proceed with the development and construction of the Expansion as described in the Expansion Proposal, and Shippers shall be liable for the recovery of the costs to construct the facilities as set forth in Section 2.8, above; or (ii) reject the recommendations as presented in an Expansion Proposal, and instead propose an alternative(s) to the recommendations as proposed. If Shippers propose an alternative to the recommended facilities and construction plan, LMM shall have the option, within *** Business Days to either: (A) elect to build the Expansion in accordance with Shipper’s proposed alternative; (B) work with Shippers to revise the recommendation into a mutually agreeable alternative; (C) reject the alternative and elect to construct LMM’s originally recommended facilities, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to the estimated cost of Shippers’ alternative; or (D) reject the proposed alternative without electing to construct either LMM’s or Shippers’ recommendations, and instead opt to enlist a neutral third party (Project Arbitrator) to determine which of the conflicting alternatives is based upon the most optimal system design that is specific to the Project for which the recommendations were proposed in terms of cost and scope of the Project, taking in to account the cost to Shipper to connect to the Legacy Gathering System, the Marcellus Gathering System, or a third party. The Project Arbitrator shall be chosen by agreement between LMM and Shippers and shall have relevant engineering and project development experience in the natural gas industry. Shippers and LMM will each pay one-half of the cost of the Project Arbitrator. Shipper and LMM shall each provide their proposed recommendations to the Project Arbitrator upon his or her retention and shall meet together with the Project Arbitrator at a time designated by such Project Arbitrator, which time shall be within *** Days of his or her retention (or such other time as LMM and Shipper may agree) to present their respective recommendations, and the Project Arbitrator shall have *** Days to choose one or the other of the recommendations. The Project Arbitrator shall have no authority to revise either recommendation prior to selection, but must make his or her selection on the basis of the recommendations presented by LMM and Shippers. If the Project Arbitrator chooses Shipper’s recommendation, then LMM shall construct the Expansion in accordance with the selected recommendation and the recovery of the costs of construction pursuant to Section 2.8 shall be limited to the estimated cost of Shipper’s recommendation as chosen by the Project Arbitrator, but if Shipper’s recommendation is based upon connecting to a third party, then LMM may nonetheless elect to construct LMM’s originally recommended Expansion, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to ***. . (c) If LMM fails to construct the Expansion in accordance with the schedule described in the Expansion Proposal as such Expansion Proposal may be modified pursuant to Section 2.6(b), above, then after a well is ultimately connected, Shipper shall pay the Reduced Fee for a period that equals ***. Notwithstanding the foregoing, if such well remains unconnected for *** Days beyond the scheduled completion date, then Shipper will have the option to either connect the well to the Gathering System at its own cost and expense and pay the Reduced Fee thereafter or such gas shall be released from dedication hereunder. (d) If the constructed Expansion materially fails to perform in accordance with the Expansion Proposal, as the Expansion Proposal may be modified pursuant to Section 2.6(b), above, but excluding failures by LMM to maintain Target Suction Pressures and operating the Gathering System pressures as set forth in the Expansion Proposal, as such Expansion Proposal may be modified pursuant to Section 2.6(b), for which Shipper would be covered under Section 1.61.4, then Shipper shall pay the Reduced Fee during any period of such nonperformance and thereafter return to the Gathering Fee set forth in Exhibit “E”. Notwithstanding the foregoing, if such expansion continues to materially fail to perform for *** Days in the aggregate in any *** Day period, then Shipper will have the option to either (i) continue to cause Gas to be Gathered through the nonperforming expansion into the Gathering System at the Reduced Fee during the time of nonperformance, (ii) construct at its own cost and expense a separate connection to the Gathering System to Gather the Gas that the nonperformance of the expansion stranded from the Gathering System, and pay the Reduced Fee with respect to such Gas, or (iii) remove such Gas from the dedication.

Gathering System Expansions. (a) Shippers shall provide to LMM at the start of each calendar quarter a plan forecasting drilling and development activity within the Area of Interest for the immediately ensuing *** Months (the “Scoping Plan”) and a plan forecasting drilling and development activity for the immediately ensuing *** Months (the “Drilling Plan”) (together the “Scoping Plan” and the “Drilling Plan” may be referred to as the “Plans”). Each Drilling Plan shall include a description of each individual project (which may be limited to a single well, each a “Project”), which Project description shall at a minimum include ***; and any other information reasonably requested by LMM. Upon request, and provided such document is available, Shipper shall provide LMM with a copy of any of Shipper’s authority for expenditure documents relating to any well or Project. The parties shall meet no less frequently than once a Month to review the Plans, discuss any changes to the Plans, and to discuss alternatives with regard to the possible expansion of LMM’s Gathering System. Upon receipt of the Drilling Plan, LMM shall, within *** Days, provide Shippers for each Project described in the Drilling Plan, either a proposal (the “Expansion Proposal”) outlining the recommended facilities to be installed in order to Gather Shippers’ Gas from a Project (the “Expansion”) or, at LMM’s election, notice to Shipper that it has elected to not expand the Gathering System to connect a Project. The Expansion Proposal for each Project with respect to which LMM has elected to build an Expansion will include (i) a detailed description of the facilities that will comprise the Expansion, including without limitation ***, (ii) all hydraulic modeling results and assumptions relating to the Expansion; (iii) ***; (iv) the estimated throughput capacity of the Expansion; (v) ***, (vi) construction milestones including the date on which construction of the Expansion will commence, the date for completion of installation of all proposed compression and processing plants, if any, to be included in the Expansion, and the date on which the expanded Gathering System will be available to receive the Gas and (vii) any other information reasonably requested by Shipper. . (b) Upon receipt of each Expansion Proposal, Shippers shall have *** Days to either: (i) accept the recommendations as presented in an Expansion Proposal, in which case LMM shall proceed with the development and construction of the Expansion as described in the Expansion Proposal, and Shippers shall be liable for the recovery of the costs to construct the facilities as set forth in Section 2.8, above; or (ii) reject the recommendations as presented in an Expansion Proposal, and instead propose an alternative(s) to the recommendations as proposed. If Shippers propose an alternative to the recommended facilities and construction plan, LMM shall have the option, within *** Business Days to either: (A) elect to build the Expansion in accordance with Shipper’s proposed alternative; (B) work with Shippers to revise the recommendation into a mutually agreeable alternative; (C) reject the alternative and elect to construct LMM’s originally recommended facilities, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to the estimated cost of Shippers’ alternative; or (D) reject the proposed alternative without electing to construct either LMM’s or Shippers’ recommendations, and instead opt to enlist a neutral third party (Project Arbitrator) to determine which of the conflicting alternatives is based upon the most optimal system design that is specific to the Project for which the recommendations were proposed in terms of cost and scope of the Project, taking in to account the cost to Shipper to connect to the Legacy Gathering System, the Marcellus Gathering System, or a third party. The Project Arbitrator shall be chosen by agreement between LMM and Shippers and shall have relevant engineering and project development experience in the natural gas industry. Shippers and LMM will each pay one-half of the cost of the Project Arbitrator. Shipper and LMM shall each provide their proposed recommendations to the Project Arbitrator upon his or her retention and shall meet together with the Project Arbitrator at a time designated by such Project Arbitrator, which time shall be within *** Days of his or her retention (or such other time as LMM and Shipper may agree) to present their respective recommendations, and the Project Arbitrator shall have *** Days to choose one or the other of the recommendations. The Project Arbitrator shall have no authority to revise either recommendation prior to selection, but must make his or her selection on the basis of the recommendations presented by LMM and Shippers. If the Project Arbitrator chooses Shipper’s recommendation, then LMM shall construct the Expansion in accordance with the selected recommendation and the recovery of the costs of construction pursuant to Section 2.8 shall be limited to the estimated cost of Shipper’s recommendation as chosen by the Project Arbitrator, but if Shipper’s recommendation is based upon connecting to a third party, then LMM may nonetheless elect to construct LMM’s originally recommended Expansion, provided that in this instance, LMM’s recovery pursuant to Section 2.8 shall be limited to ***. . (c) If LMM fails to construct the Expansion in accordance with the schedule described in the Expansion Proposal as such Expansion Proposal may be modified pursuant to Section 2.6(b), above, then after a well is ultimately connected, Shipper shall pay the Reduced Fee for a period that equals ***. Notwithstanding the foregoing, if such well remains unconnected for *** Days beyond the scheduled completion date, then Shipper will have the option to either connect the well to the Gathering System at its own cost and expense and pay the Reduced Fee thereafter or such gas shall be released from dedication hereunder. (d) If the constructed Expansion materially fails to perform in accordance with the Expansion Proposal, as the Expansion Proposal may be modified pursuant to Section 2.6(b), above, but excluding failures by LMM to maintain Target Suction Pressures and operating pressures for which Shipper would be covered under Section 1.6, then Shipper shall pay the Reduced Fee during any period of such nonperformance and thereafter return to the Gathering Fee set forth in Exhibit “E”. Notwithstanding the foregoing, if such expansion continues to materially fail to perform for *** Days in the aggregate in any *** Day period, then Shipper will have the option to either (i) continue to cause Gas to be Gathered through the nonperforming expansion into the Gathering System at the Reduced Fee during the time of nonperformance, (ii) construct at its own cost and expense a separate connection to the Gathering System to Gather the Gas that the nonperformance of the expansion stranded from the Gathering System, and pay the Reduced Fee with respect to such Gas, or (iii) remove such Gas from the dedication.