Common use of Permanent Release Clause in Contracts

Permanent Release. If (i) Producer is entitled to a temporary release from the Dedication of Constrained Volumes pursuant to Section 3.3(a) for reasons unrelated to a Curtailment Remediation Event, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurred, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence), for a period consisting of (A) [***] consecutive days or [***] days in the aggregate during any consecutive day period, for any reason other than Force Majeure, or (B) [***] days out of any [***] day period if due to Force Majeure, or (ii) Gatherer fails to connect a Delivery Point within [***] days of the Target Connection Date therefor, then, in each such case, Producer may elect to (and upon delivery to Gatherer of written notice of such election, shall immediately, without any further action on either Party’s part) receive a permanent release from the Dedication of the Dedicated Xxxxx that produce or would produce to the affected Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxx, and all Committed Produced Water attributable thereto. If Producer intends to exercise its right to a permanent release hereunder, Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods set forth in this Section 3.3(b) with respect to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (B) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so long as Producer waives its rights under Section 3.3(b) and Section 3.4 for the Constrained Volumes attributable to such Delivery Point, Gatherer shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable thereto.

Permanent Release. If (i) Producer is entitled to a temporary release from the Dedication of Constrained Volumes pursuant to Notwithstanding Section 3.3(a) for reasons unrelated to a Curtailment Remediation Event5(i), a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurredabove, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence)if, for a period consisting cumulative thirty (30) Days in any ninety (90) Day period, Transporter does not transport or ceases transporting all or any portion of Shipper’s Gas for delivery at a Receipt Point for any reason (but not including a failure to meet quality requirements, for which no permanent release shall be available), then upon Shipper’s written notice to Transporter, Transporter shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Shipper that shall resolve such issue, at Transporter’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). Shipper, in its sole discretion, may either accept or reject Transporter’s plan. If (A) [***] consecutive days or [***] days in Transporter fails to propose a resolution within the aggregate during any consecutive day periodstated fifteen (15) Days, for any reason other than Force Majeure(B) Shipper rejects Transporter’s proposed resolution, or (BC) [***] days out of any [***] day period if due to Force MajeureShipper accepts Transporter’s proposed resolution but Transporter does not complete such resolution within the Resolution Period, or (ii) Gatherer fails to connect a Delivery Point within [***] days of the Target Connection Date thereforShipper may elect, then, in each such case, Producer may elect to (and upon delivery to Gatherer of by giving written notice of such electionto Transporter, shall immediately, without any further action on to either Party’s part(x) receive a permanent release from dedication as to the Dedication affected Receipt Point and the portion(s) of the Dedicated Xxxxx that produce Area associated with such Receipt Point (and such released portion(s) shall be stated in terms of acreage) or would produce to the affected Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxx, and all Committed Produced Water attributable thereto. If Producer intends to exercise its right to a permanent release hereunder, Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, and (y) Constrained Volumes occur due a fifteen percent (15%) reduction in the transportation rate for all Gas delivered under this Agreement until the issue has been resolved. If Shipper elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Shipper, acting reasonably and in good faith, provided that Shipper shall provide to Transporter (subject to the unavailability of such facilities, the time periods confidentiality and non-use restrictions set forth in this Section 3.3(bAgreement) with respect reasonable evidence to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as support Shipper’s determination of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (Bportion(s) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce Area to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s)be released, and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so as long as Producer waives its rights under Section 3.3(b) and Section 3.4 for Shipper’s determination of the Constrained Volumes attributable areas to be released is reasonably supported, such Delivery Point, Gatherer determination shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable theretobe deemed conclusive.

Permanent Release. If (i) Producer is entitled to a temporary release from the Dedication of Constrained Volumes pursuant In addition to Section 3.3(a) 2.1(e)(i), above, if Gatherer does not Gather or ceases Gathering all or any portion of Producer’s Gas for reasons unrelated to delivery at a Curtailment Remediation EventReceipt Point for any reason (but not including a pressure problem, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurred, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence)Section 3.6, or a failure to meet quality requirements, for which no permanent release shall be available) for a period consisting cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Gatherer, Gatherer shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Gatherer’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). If (A) Gatherer fails to propose a resolution within the stated fifteen (15) Days, (B) the issue is not resolved after completion of Gatherer’s resolution, or (C) Gatherer does not complete such resolution within the Resolution Period for any reason (but if Gatherer’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), Producer may elect, by giving written notice to Gatherer, to either (x) a permanent release from dedication as to the affected Receipt Point and the portion(s) of the Dedicated Area associated with such Receipt Point (and such released portion(s) shall be stated in terms of acreage) or (y) until the issue has been resolved, [***] consecutive days or percent ([***] days ]%) reduction in the aggregate during any consecutive day period, then-existing Low Pressure Gathering Fees for any reason other than Force Majeure, or (B) [***] days out a volume of any [***] day period if due Gas equal to Force Majeure, or (ii) Gatherer fails to connect a Delivery Point within [***] days Producer’s good-faith estimate of the Target Connection Date thereforaffected volumes of Gas; provided, then, in each such casehowever, Producer may elect shall not be entitled to the remedies set forth in either subsection (x) or subsection (y) to the extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2- Pg 9 of 68 Gas Gathering Agreement dated July 1, 2018 Between Alpine High Gathering LP (Gatherer) and upon delivery Apache Corporation (Producer) CONFIDENTIAL TREATMENT REQUESTED Year Forecast Producer delivered to Gatherer of written notice of such election, shall immediately, without any further action on either Party’s part) receive in accordance with Section 2.1(c). If Producer elects a permanent release from release, the Dedication portion(s) of the Dedicated Xxxxx Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that produce or would produce to the affected Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxx, and all Committed Produced Water attributable thereto. If Producer intends to exercise its right to a permanent release hereunder, Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior (subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Section 3.3(bAgreement) with respect reasonable evidence to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as support Producer’s determination of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (Bportion(s) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce Area to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s)be released, and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so as long as Producer waives its rights under Section 3.3(b) and Section 3.4 for Producer’s determination of the Constrained Volumes attributable areas to be released is reasonably supported, such Delivery Point, Gatherer determination shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable theretobe deemed conclusive.

Permanent Release. If In addition to Section 2.2(a), above, if Processor does not take and process all or any portion of Producer’s Gas for delivery at a Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) Producer is entitled a failure to a temporary release from the Dedication of Constrained Volumes pursuant to Section 3.3(a) meet quality requirements other than for reasons unrelated to a Curtailment Remediation Eventnitrogen as set forth above, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurred, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence), for a period consisting of (A) [***] consecutive days or [***] days in the aggregate during any consecutive day period, for any reason other than Force Majeure, or (B) [***] days out of any [***] day period if due to Force Majeureno permanent release shall be available, or (ii) Gatherer a pressure problem, which is addressed in Section 3.5) for a cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). If (A) Processor fails to connect propose a Delivery Point resolution within [***] days the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or (C) Processor does not complete such resolution within the Target Connection Date thereforResolution Period (but if Processor’s completion is delayed or prevented by reason of Force Majeure, then, in each such casethe Resolution Period shall be extended by an additional 120 Days), Producer may elect within 30 days following Processor’s failure to (and upon delivery to Gatherer propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice of such electionto Processor, shall immediately, without any further action on either Party’s part) to receive a permanent release from the Dedication of the Dedicated Xxxxx that produce or would produce dedication as to the affected Delivery Point(s), Point and the portion(s) of the Dedicated Leases within Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage); provided, however, Producer shall not be entitled to the Unit(s) applicable foregoing remedy to such Dedicated Xxxxx, and all Committed Produced Water attributable theretothe extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer intends to exercise its right to elects a permanent release hereunderrelease, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(sto Processor Gas Processing Agreement dated [______________] Between Alpine High Processing LP (Processor) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b[_____________] (Producer) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Section 3.3(bAgreement) with respect reasonable evidence to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as support Producer’s determination of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (Bportion(s) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce Area to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s)be released, and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so as long as Producer waives its rights under Section 3.3(b) and Section 3.4 for Producer’s determination of the Constrained Volumes attributable areas to be released is reasonably supported, such Delivery Point, Gatherer determination shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable theretobe deemed conclusive.

Permanent Release. If In addition to Section 2.2(a), above, if Processor does not take and process all or any portion of Producer’s Gas for delivery at a Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) Producer is entitled a failure to a temporary release from the Dedication of Constrained Volumes pursuant to Section 3.3(a) meet quality requirements other than for reasons unrelated to a Curtailment Remediation Eventnitrogen as set forth above, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurred, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence), for a period consisting of (A) [***] consecutive days or [***] days in the aggregate during any consecutive day period, for any reason other than Force Majeure, or (B) [***] days out of any [***] day period if due to Force Majeureno permanent release shall be available, or (ii) Gatherer a pressure problem, which is addressed in Section 3.5) for a cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). If (A) Processor fails to connect propose a Delivery Point resolution within [***] days the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or (C) Processor does not complete such resolution within the Target Connection Date thereforResolution Period (but if Processor’s completion is delayed or prevented by reason of Force Majeure, then, in each such casethe Resolution Period shall be extended by an additional 120 Days), Producer may elect within 30 days following Processor’s failure to (and upon delivery to Gatherer propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice of such electionto Processor, shall immediately, without any further action on either Party’s part) receive a permanent release from the Dedication of the Dedicated Xxxxx that produce or would produce dedication as to the affected Delivery Point(s), Point and the portion(s) of the Dedicated Leases within Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage); provided, however, Producer shall Gas Processing Agreement dated July 1, 2018 Between Alpine High Processing LP (Processor) and Apache Corporation (Producer) CONFIDENTIAL TREATMENT REQUESTED not be entitled to the Unit(s) applicable foregoing remedy to such Dedicated Xxxxx, and all Committed Produced Water attributable theretothe extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer intends to exercise its right to elects a permanent release hereunderrelease, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously Processor (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Section 3.3(bAgreement) with respect reasonable evidence to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as support Producer’s determination of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (Bportion(s) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce Area to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s)be released, and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so as long as Producer waives its rights under Section 3.3(b) and Section 3.4 for Producer’s determination of the Constrained Volumes attributable areas to be released is reasonably supported, such Delivery Point, Gatherer determination shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable theretobe deemed conclusive.

Permanent Release. If (i) Producer is entitled to a temporary release from the Dedication of Constrained Volumes pursuant In addition to Section 3.3(a) 2.1(e)(i), above, if Gatherer does not Gather or ceases Gathering all or any portion of Producer’s Gas for reasons unrelated to delivery at a Curtailment Remediation EventReceipt Point for any reason (but not including a pressure problem, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurred, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause (ii) of this sentence)Section 3.6, or a failure to meet quality requirements, for which no permanent release shall be available) for a period consisting of cumulative thirty (A30) [***] consecutive days or [***] days Days in the aggregate during any consecutive day ninety (90) Day period, for any reason other than unless such failure is caused by Force Majeure, or in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Gatherer, Gatherer shall have fifteen (B15) [***] days out Days from receipt of any [***] day period if due such notice to Force Majeurepropose a feasible plan to Producer that shall resolve such issue, or at Gatherer’s sole cost and expense, within sixty (ii60) Days after proposing such plan (the “Resolution Period”). If (A) Gatherer fails to connect propose a Delivery Point resolution within [***] days the stated fifteen (15) Days, (B) the issue is not resolved after completion of Gatherer’s resolution, or (C) Gatherer does not complete such resolution within the Target Connection Date thereforResolution Period for any reason (but if Gatherer’s completion is delayed or prevented by reason of Force Majeure, then, in each such casethe Resolution Period shall be extended by an additional 120 Days), Producer may elect to (and upon delivery to Gatherer of elect, by giving written notice of such electionto Gatherer, shall immediately, without any further action on either Party’s part) to receive a permanent release from dedication as to the Dedication affected Receipt Point and the portion(s) of the Dedicated Xxxxx that produce or would produce to the affected Delivery Point(sArea associated with such Receipt Point (and such released portion(s) shall be stated in terms of acreage); provided, the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxxhowever, and all Committed Produced Water attributable thereto. If Producer intends to exercise its right shall not be entitled to a permanent release hereunderto the extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Gatherer in accordance with Section 2.1(c). If Producer elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior (subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Section 3.3(bAgreement) with respect reasonable evidence to such Constrained Volumes shall not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due to Gatherer not having facilities connected to such Delivery Point(s) as a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as support Producer’s determination of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (Bportion(s) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce Area to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s)be released, and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery Point, for so as long as Producer waives its rights under Section 3.3(b) and Section 3.4 for Producer’s determination of the Constrained Volumes attributable areas to be released is reasonably supported, such Delivery Point, Gatherer determination shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable theretobe deemed conclusive.

Permanent Release. If In addition to Section 2.2(a), above, if Producer delivers Gas otherwise in accordance with the terms of this Agreement but Processor does not take and process all or any portion of Producer’s Gas up to the applicable Producer’s Reserved Capacity for delivery at an existing Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) Producer is entitled a failure to a temporary release from the Dedication of Constrained Volumes pursuant to Section 3.3(a) meet quality requirements other than for reasons unrelated to a Curtailment Remediation Eventnitrogen as set forth above, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurredno permanent release shall be available or (ii) a pressure problem, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause Section 3.5) for a cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, or if Processor fails to allocate Producer’s Plant Products pursuant to the fixed recovery rates set forth on Exhibit F for a cumulative thirty (30) Days in any ninety (90) Day period (with no extension if such failure is caused by Force Majeure), then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). If (A) Processor fails to propose a resolution within the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or (C) Processor does not complete such resolution within the Resolution Period (but if Processor’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), Producer may elect within thirty (30) Days following Processor’s failure to propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice to Processor, to either (i) a permanent release from dedication as to the affected Delivery Point and the portion(s) of the Dedicated Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage) or (ii) of this sentence)until the issue has been resolved, for a period consisting of (A) [***] consecutive days or percent ([***] days ]%) reduction in the aggregate during any consecutive day period, then-existing applicable Fees for any reason other than Force Majeure, or (B) [***] days out a volume of any [***] day period if due Gas equal to Force Majeure, or (ii) Gatherer fails to connect a Delivery Point within [***] days Producer’s good-faith estimate of the Target Connection Date thereforvolumes that were or would have been delivered to the affected Delivery Points under the Agreement; provided, then, in each such casehowever, Producer may elect shall not be entitled Gas Processing Agreement dated September 1, 2021 Between Altus Midstream Processing LP (Processor) and Apache Corporation (Producer) to (and upon delivery either of the foregoing remedies to Gatherer the extent that Producer’s good-faith estimate of written notice of such election, shall immediately, without any further action on either Party’s part) receive the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer elects a permanent release from and Processor’s failure to take and process Producer’s Gas only affects certain, specific Delivery Point(s), Producer’s permanent release shall be limited to such affected Delivery Point(s) and the Dedication portion of the Dedicated Xxxxx that produce or would produce to the Area connected upstream of such affected Delivery Point(s), including existing and future xxxxx within such portion of the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxx, and all Committed Produced Water attributable theretoArea. If Producer intends to exercise its right to elects a permanent release hereunderand Processor’s failure to take and process Producer’s Gas affects all Delivery Points receiving Processable Gas or all Delivery Points receiving Non-Processable Gas, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously Processor (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive. For clarity, this Section 3.3(b2.2(b) with respect to such Constrained Volumes shall is not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything applicable to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due extent that Producer’s upstream gatherer fails to Gatherer not having facilities connected to such Delivery Point(s) as connect a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (B) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery new Receipt Point, for so long as Producer waives its rights under Section 3.3(b) and Section 3.4 for the Constrained Volumes attributable to such Delivery Point, Gatherer shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable thereto.

Permanent Release. If In addition to Section 2.2(a), above, if Producer delivers Gas otherwise in accordance with the terms of this Agreement but Processor does not take and process all or any portion of Producer’s Gas up to the applicable Producer’s Reserved Capacity for delivery at an existing Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) Producer is entitled a failure to a temporary release from the Dedication of Constrained Volumes pursuant to Section 3.3(a) meet quality requirements other than for reasons unrelated to a Curtailment Remediation Eventnitrogen as set forth above, a Sufficiency Breach for which the Sufficiency Breach Expiration Date therefor has not occurredno permanent release shall be available or (ii) a pressure problem, or Gatherer’s failure to timely connect a Delivery Point (which is addressed in clause Section 3.5) for a cumulative thirty (ii30) of this sentenceDays in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, or if Processor fails to allocate Producer’s Plant Products pursuant to the fixed recovery rates set forth on Exhibit F for a cumulative thirty (30) Days in any ninety (90) Day period (with no extension if such failure is caused by Force Majeure), for then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a period consisting of feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”). If (A) [***] consecutive days Processor fails to propose a resolution within the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or [***] days in (C) Processor does not complete such resolution within the aggregate during any consecutive day period, for any Resolution Period (but if Processor’s completion is delayed or prevented by reason other than of Force Majeure, or (B) [***] days out of any [***] day period if due to Force Majeure, or (ii) Gatherer fails to connect a Delivery Point within [***] days of the Target Connection Date therefor, then, in each such caseResolution Period shall be extended by an additional 120 Days), Producer may elect within thirty (30) Days following Processor’s failure to (and upon delivery to Gatherer propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice of such electionto Processor, shall immediately, without any further action on either Party’s part) to receive a permanent release from dedication as to the Dedication affected Delivery Point and the portion(s) of the Dedicated Xxxxx that produce or would produce Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage); provided, however, Producer shall not be entitled to the foregoing remedy to the extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer elects a permanent release and Processor’s failure to take and process Producer’s Gas only affects certain, specific Delivery Point(s), Producer’s permanent release shall be limited to such affected Delivery Point(s) and the portion of the Dedicated Area connected upstream of such affected Delivery Point(s), including existing and future xxxxx within such portion of the Dedicated Leases within the Unit(s) applicable to such Dedicated Xxxxx, and all Committed Produced Water attributable theretoArea. If Producer intends to exercise its right to elects a permanent release hereunderand Processor’s failure to take and process Producer’s Gas affects all Delivery Points receiving Processable Gas or all Delivery Points receiving Non-Processable Gas, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide Gatherer written notice of Producer’s election before the date Gatherer provides Producer written notice that Gatherer can commence or resume accepting all Constrained Volumes from the affected Delivery Point(s) and Services may commence for Committed Produced Water delivered thereto, as applicable. Notwithstanding the foregoing, Producer may not exercise its right to a permanent release pursuant to this Section 3.3(b) if Gatherer has commenced the necessary work and activities to eliminate the cause of the disruption or curtailment and diligently and continuously Processor (without any cessation in excess of [***] days) pursues such work and activities in good faith until the cause of such disruption or curtailment is eliminated and Gatherer has recommenced the provision of the Services for the applicable Constrained Volumes in all respects. Notwithstanding the foregoing, if an Affected Asset is not transferred to Gatherer prior subject to the applicable Holding Period Expiration Date, and, as a result thereof (x) Gatherer must install System facilities to perform its obligations under this Agreement, confidentiality and (y) Constrained Volumes occur due to the unavailability of such facilities, the time periods non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive. For clarity, this Section 3.3(b2.2(b) with respect to such Constrained Volumes shall is not begin to run until six (6) Months after such Holding Period Expiration Date. Notwithstanding anything applicable to the contrary herein, in the event there are Constrained Volumes at one or more Delivery Point(s) due extent that Producer’s upstream gatherer fails to Gatherer not having facilities connected to such Delivery Point(s) as connect a result of (A) a Sufficiency Breach under the Poseidon Contribution Agreement that is continuing as of the Sufficiency Breach Expiration Date for such Sufficiency Breach, or (B) an Affected Asset not being transferred to Gatherer prior to the applicable Holding Period Expiration Date due to a failure of Producer to obtain a COG-Responsible ROW (as defined in the Poseidon Contribution Agreement), then, in each case, upon delivery to Producer of written notice no later than [***] days after such Sufficiency Breach Expiration Date or the Holding Period Expiration Date, as applicable, Gatherer may elect to permanently release from the Dedication, the Dedicated Well(s) that produce or would produce to such Delivery Point(s), the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and all Committed Produced Water attributable thereto; provided that with respect to any such Delivery new Receipt Point, for so long as Producer waives its rights under Section 3.3(b) and Section 3.4 for the Constrained Volumes attributable to such Delivery Point, Gatherer shall not have such right to permanently release from the Dedication the Dedicated Well(s) that produce or would produce to such Delivery Point, the Dedicated Leases within the Unit(s) applicable to such Dedicated Well(s), and the Committed Produced Water attributable thereto.