Common use of Right of Way and Access Clause in Contracts

Right of Way and Access. Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with Shipper, except as otherwise agreed by Gatherer; provided that Shipper hereby grants, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with Shipper’s lease operations or with the rights of owners in fee, and will be subject to Shipper’s safety and other reasonable access requirements applicable to Shipper’s personnel. Shipper shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Shipper agrees that Gatherer’s Measurement Facilities may be located on Shipper’s Well Pad sites, Shipper shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper shall use reasonable efforts to involve Gatherer in Shipper’s negotiations with the owners of lands covered by the Dedicated Properties so that Shipper’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.5, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer (a) Except as otherwise provided in Section 4.3(b), Section 4.4, Section 5.1 and this Section 8.3, Antero Water is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other land rights in land right necessary to construct, own, and operate the Gathering SystemWater Facilities, and all such rights in land shall be solely for use by Gatherer Antero Water and shall not be shared with ShipperProducer, except as otherwise agreed by GathererAntero Water; provided that Shipper Producer hereby grants, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expenseexpense or liability, an easement and right of way upon all lands covered by the Dedicated Properties, Service Area Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, and replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment Water Facilities to the extent necessary for the performance of this Agreement, including pipelines, meters, Retention Facilities and storage, and other equipment, and for disconnecting, and removing such Water Facilities; provided, further, that the exercise of these rights by Gatherer Antero Water shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain maintain, and will be able to freely assign, the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer Antero Water is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the underlying applicable property, or is unable to grant such rights to Antero Water under any contract or instrument to which Producer is a party or is otherwise bound, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will use commercially reasonable efforts to assist Gatherer Antero Water to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.94.7, (ii) to the extent that Shipper Producer agrees that GathererAntero Water’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Antero Water in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and GathererAntero Water’s rights of way with respect to such lands can be concurrently negotiated and obtained. Without limiting the generality of the foregoing, Producer agrees to make space available at each Well Pad to which Fresh Water is made available pursuant to this Agreement sufficient for Antero Water to install and construct pig receiving and other facilities necessary for Antero Water to pig the Fresh Water System to each such Well Pad.

Right of Way and Access. Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant and/or to cause each Rice Subsidiary to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s or such Rice Subsidiary’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Neither Producer nor such Rice Subsidiary shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer or such Rice Subsidiary, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer Service Provider is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering Fresh Water System, and all such rights in land shall be solely for use by Gatherer Service Provider and shall not be shared with ShipperProducer, except as otherwise agreed by GathererService Provider; provided provided, however, that Shipper hereby grantsif Producer’s rights to take Fresh Water from any Take Point (or any other surface use or other agreements of Producer) also provide Producer the right to use any lands for the purpose of installing facilities to take Fresh Water, Producer shall use commercially reasonable efforts to make such rights available to Service Provider; and provided, further, that Producer agrees to grant and/or to cause each Rice Entity to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Service Area Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering Fresh Water System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer Service Provider shall not unreasonably interfere with ShipperProducer’s or such Rice Entity’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Neither Producer nor such Rice Entity shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer Service Provider is based upon, and such grants of easement or right of way will terminate if Shipper Producer or such Rice Entity, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer Service Provider to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Shipper Producer agrees that GathererService Provider’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Service Provider in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and GathererService Provider’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licensesPermits, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right (collectively, “Land Use Requirements”) necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Service Area Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.5, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licensesPermits, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right (collectively, “Land Use Requirements”) necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Notwithstanding the preceding, the cost, risk and expense of any Land Use Requirements for any Proposed Delivery Points shall be assumed by Gatherer. Producer CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR SUCH INFORMATION HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE INFORMATION HAS BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]. shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.8, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements or similar agreements and Gatherer’s rights of way with respect to such lands Land Use Requirements can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licensesPermits, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right (collectively, “Land Use Requirements”) necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR SUCH INFORMATION HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE INFORMATION HAS BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]. further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Notwithstanding the preceding, the cost, risk and expense of any Land Use Requirements for any Proposed Delivery Points shall be assumed by Gatherer as set forth in Section 3.3(e). Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.6, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements or similar agreements and Gatherer’s rights of way with respect to such lands Land Use Requirements can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer (a) Seller is responsible for the acquisition of rights of way, crossing permitsPermits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right (collectively, “Land Use Requirements”) necessary to construct, own, own and operate the Gathering Freshwater System, and all such rights in land shall be solely for use by Gatherer Seller and shall not be shared with ShipperProducer, except as otherwise agreed by GathererSeller; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering Freshwater System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer Seller shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer Seller is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer Seller to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.5, (ii) to the extent that Shipper Producer agrees that GathererSeller’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Seller in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and GathererSeller’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer Service Provider is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering Fresh Water System, and all such rights in land shall be solely for use by Gatherer Service Provider and shall not be shared with ShipperProducer, except as otherwise agreed by GathererService Provider; provided that Shipper hereby grantsProducer agrees to grant and/or to cause each Rice Entity to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Service Area Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering Fresh Water System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer Service Provider shall not unreasonably interfere with ShipperProducer’s or such Rice Entity’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Neither Producer nor such Rice Entity shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer Service Provider is based upon, and such grants of easement or right of way will terminate if Shipper Producer or such Rice Entity, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer Service Provider to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Shipper Producer agrees that GathererService Provider’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Service Provider in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and GathererService Provider’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer (a)Except as otherwise provided in Section 4.3(b), Section 4.4, Section 5.1 and this Section 8.3, Antero Water is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other land rights in land right necessary to construct, own, and operate the Gathering SystemWater Facilities, and all such rights in land shall be solely for use by Gatherer Antero Water and shall not be shared with ShipperProducer, except as otherwise agreed by GathererAntero Water; provided that Shipper Producer hereby grants, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expenseexpense or liability, an easement and right of way upon all lands covered by the Dedicated Properties, Service Area Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, and replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment Water Facilities to the extent necessary for the performance of this Agreement, including pipelines, meters, Retention Facilities and storage, and other equipment, and for disconnecting, and removing such Water Facilities; provided, further, that the exercise of these rights by Gatherer Antero Water shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain maintain, and will be able to freely assign, the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer Antero Water is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the underlying applicable property, or is unable to grant such rights to Antero Water under any contract or instrument to which Producer is a party or is otherwise bound, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will use commercially reasonable efforts to assist Gatherer Antero Water to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.94.7, (ii) to the extent that Shipper Producer agrees that GathererAntero Water’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Antero Water in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and GathererAntero Water’s rights of way with respect to such lands can be concurrently negotiated and obtained. Without limiting the generality of the foregoing, Producer agrees to make space available at each Well Pad to which Fresh Water is made available pursuant to this Agreement sufficient for Antero Water to install and construct pig receiving and other facilities necessary for Antero Water to pig the Fresh Water System to each such Well Pad.

Right of Way and Access. (a) Gatherer is responsible responsible, at its sole cost and expense, for the acquisition of all rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the each Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grants. If after using its reasonable best efforts to acquire its own surface rights, Gatherer has been unable to do so with respect to any portion of the lands covered by the Dedicated Interests, then upon written request from Gatherer, Producer shall GRANT, TRANSFER, AND CONVEY and/or to cause each Affiliate to GRANT, TRANSFER, AND CONVEY, without warranty of title, either express or implied, to the extent that it has the right to may contractually and lawfully do so without the incurrence of material expenseout-of-pocket expense that Gatherer does not agree to reimburse, an easement and right of way in a recordable form mutually agreed by the Parties upon all such portions of the lands covered by the Dedicated PropertiesInterests, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer will be limited to any surface use agreements, rights-of-way, easements, fee interests or other surface interests (excluding rights granted pursuant to oil, gas or mineral lease) procured or held by Producer or its Affiliates, shall not unreasonably interfere with ShipperProducer’s or such Affiliate’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel, its contractors and subcontractors and any and all applicable law and the contractual terms of Producer’s agreements with the applicable land and surface owners. Shipper Neither Producer nor such Affiliate shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant grant, transfer, and conveyance of easement or right of way to Gatherer is based upon, and such grants grants, transfers, and conveyances of easement or right of way will terminate if Shipper Producer or such Affiliate, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants grants, transfers, and conveyances of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.13, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties Interests so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained. Producer shall provide Gatherer with copies of all such real property documents and accompanying survey plats and shall make all conveyances or assignments to Gatherer and take all further actions reasonably necessary, at Gatherer’s request, to determine, evidence and give effect to the rights granted, transferred, and conveyed to Gatherer by Producer under this Section 3.11.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.7, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.6, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gatherer Owned Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant (or to cause its Affiliates to grant), without warranty of title, either express or implied, to the extent that it (or any of its Affiliates) has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gatherer Owned Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s (or its Affiliates’) lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s (or its Affiliates’) safety and other reasonable access requirements applicable to ShipperProducer’s (or its Affiliates’) personnel. Shipper Producer (and its Affiliates) shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer (or its Affiliate) loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.11, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s (or its Affiliate’s) Well Pad sites, Shipper Producer shall be responsible for obtaining (or causing to be obtained) any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s (or its applicable Affiliate’s) negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s (or such Affiliate’s) surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant and/or to cause each Rice Subsidiary to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s or such Rice Subsidiary’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Neither Producer nor such Rice Subsidiary shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer or such Rice Subsidiary, as applicable, loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (ia) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (iib) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iiic) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant (or to cause its Affiliates to grant), without warranty of title, either express or implied, to the extent that it (or any of its Affiliates) has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s (or its Affiliate’s) lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s (or its Affiliate’s) safety and other reasonable access requirements applicable to ShipperProducer’s (or its Affiliate’s) personnel. Shipper Producer (and its Affiliates) shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer (or its Affiliate) loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.6, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s (or its Affiliate’s) Well Pad sites, Shipper Producer shall be responsible for obtaining (or causing to be obtained) any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s (or its Affiliate’s) negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s (or its Affiliate’s) surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant (or to cause its Affiliate to grant), without warranty of title, either express or implied, to the extent that it (or any of its Affiliates) has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s (or its Affiliate’s) lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s (or its Affiliate’s) safety and other reasonable access requirements applicable to ShipperProducer’s (or its Affiliate’s) personnel. Shipper Producer (and its Affiliates) shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer (or its Affiliate) loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.7, (ii) to the extent that Shipper Producer (or its Affiliate) agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer (or such Affiliate) shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s (or such Affiliate’s) negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s (or such Affiliate’s) surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible responsible, at its sole cost, for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with Shipper, except as otherwise agreed by Gatherer; provided that Shipper hereby grants, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering System, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with Shipper’s lease operations or with the rights of owners in fee, and will be subject to Shipper’s safety and other reasonable access requirements applicable to Shipper’s personnel. Shipper shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.7, (ii) to the extent that Shipper agrees that Gatherer’s Measurement Facilities may be located on Shipper’s Well Pad sites, Shipper shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper shall use reasonable efforts to involve Gatherer in Shipper’s negotiations with the owners of lands covered by the Dedicated Properties so that Shipper’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. Gatherer Midstream is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, and other rights in land right necessary to construct, own, and operate the Gathering SystemWater Facilities, and all such rights in land shall be solely for use by Gatherer Midstream and shall not be shared with ShipperProducer, except as otherwise agreed by GathererMidstream; provided that Shipper Producer hereby grants, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all lands covered by the Dedicated Service Area Properties, for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, and removing all or any portion of the Gathering SystemWater Facilities, including all pipelines, meters, and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer Midstream shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, and surface use agreements) that such grant of easement or right of way to Gatherer Midstream is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer Midstream to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.9, (ii) to the extent that Shipper Producer agrees that GathererMidstream’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer Midstream in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Service Area Properties so that ShipperProducer’s surface use agreements and GathererMidstream’s rights of way with respect to such lands can be concurrently negotiated and obtained. Without limiting the generality of the foregoing, Producer agrees to make space available at each Delivery Point sufficient for Midstream to install and construct pig receiving and other facilities necessary for Midstream to pig the Water Facilities to each Delivery Point.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.6, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering SystemFacilities, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering SystemFacilities, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.10, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering System, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering System, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.6, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.

Right of Way and Access. (a) Gatherer is responsible for the acquisition of rights of way, crossing permits, licenses, use agreements, access agreements, leases, fee parcels, parcels and other rights in land right necessary to construct, own, own and operate the Gathering SystemFacilities, and all such rights in land shall be solely for use by Gatherer and shall not be shared with ShipperProducer, except as otherwise agreed by Gatherer; provided that Shipper hereby grantsProducer agrees to grant, without warranty of title, either express or implied, to the extent that it has the right to do so without the incurrence of material expense, an easement and right of way upon all the lands covered by the Dedicated Properties, for the sole purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting, disconnecting and removing all or any portion of the Gathering SystemFacilities, including all any pipelines, meters, meters and other equipment necessary for the performance of this Agreement; provided, further, that the exercise of these rights by Gatherer shall not unreasonably interfere with ShipperProducer’s lease operations or with the rights of owners in fee, and will be subject to ShipperProducer’s safety and other reasonable access requirements applicable to ShipperProducer’s personnel. Shipper Producer shall not have a duty to maintain the underlying agreements (such as leases, easements, easements and surface use agreements) that such grant of easement or right of way to Gatherer is based upon, and such grants of easement or right of way will terminate if Shipper Producer loses its rights to the property, regardless of the reason for such loss of rights. Notwithstanding the foregoing, (i) Shipper Producer will assist Gatherer to secure replacements for such terminated grants of easement or right of way, in a manner consistent with the cooperation requirements of Section 3.93.11, (ii) to the extent that Shipper Producer agrees that Gatherer’s Measurement Facilities may be located on ShipperProducer’s Well Pad sites, Shipper Producer shall be responsible for obtaining any necessary rights to locate such Measurement Facilities on such Well Pad sites, sites and (iii) Shipper Producer shall use reasonable efforts to involve Gatherer in ShipperProducer’s negotiations with the owners of lands covered by the Dedicated Properties so that ShipperProducer’s surface use agreements and Gatherer’s rights of way with respect to such lands can be concurrently negotiated and obtained.