Common use of Shipper’s Dedication Clause in Contracts

Shipper’s Dedication. (a) Each Shipper, on behalf of itself, its Affiliates, and each Investment Program, dedicates to LMM for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such Investment Programs’ present and future right, title, and interest in Gas, including without limitation Gas produced from such Shipper’s Existing Well Interests, Existing Third Party Well Interests and Investment Program Well Interests, from the Area of Interest described in Exhibit “B” (collectively “Shippers’ Gas”), provided that the following interests in Gas shall be excluded from dedication hereunder: (i) any Minority Interest in Subsequently Acquired Gas (as defined below) from any production or acreage in which Shipper neither controls nor operates the production. For purposes of this Section 1.1, a “Minority Interest” shall be any production or acreage in which any other party or parties, in the aggregate, not an Affiliate of Shipper owns a greater interest, by percentage, than Shippers; (ii) any interest in Subsequently Acquired Gas which, prior to acquisition by Shipper, is dedicated to or is flowing through another gathering system which is owned by an entity from whom Shipper acquired such interest in Gas (a “Producer System”), provided that such Gas will be dedicated to LMM in the event LMM purchases the Producer System in accordance with the terms of Section 2.4(c), below, or Section 2.5, as applicable; (iii) any interest in Subsequently Acquired Gas which prior to acquisition is dedicated to a third party gatherer, provided that such Gas will be dedicated to LMM in the event LMM exercises its option in accordance with the terms of Section 2.4(c) or Section 2.5, as applicable, below; and (iv) those existing interests (including future interests set forth in the areas of mutual interest described in the area of mutual interest agreements identified on Exhibit “F,” provided, however, that Shipper shall not agree to expand any such area of mutual interest from and after the Effective Date (as defined in Section 5, below)), that are subject to any of the agreements or produced from any of the xxxxx listed in Exhibit “F”. It is understood and agreed between the parties that all interests in Gas as described above, unless expressly excluded in this Section 1.1, are dedicated to LMM by this Agreement, and by the Expansion Gathering Agreement. LMM, at its discretion, shall determine whether the Gas will be considered dedicated to this Agreement or to the Expansion Gathering Agreement. For the avoidance of doubt, to the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall no longer be considered a “Shipper’s Affiliate” hereunder. (b) Each Shipper, for itself and for its Affiliates, represents and warrants. that it has the authority to make such dedication as to its Gas, and agrees that LMM may file memoranda of this agreement in local land records substantially in the form shown in Exhibit “G”. Each Shipper covenants that it will not request or solicit any potential seller of any interest in Gas to create any dedication of the Gas prior to Shipper’s acquisition. Shippers further warrant that the contracts listed on Exhibit “F” (other than the leases listed as being subject to the joint venture or farmout agreements listed on Exhibit “F”, in each case only to the extent the lessee under each such lease is not a Shipper or an Affiliate of a Shipper) have not been amended or otherwise modified in any way between April 1, 2009 and the Effective Date. (c) Each Shipper, for itself and for its Affiliates, covenants that no subsequent transfer of any interest in its Gas shall be made without being made subject to this dedication obligation herewith. Each Shipper shall provide LMM prompt notice of any such transfer and shall obtain and provide to LMM transferee’s acknowledgement of the dedication. LMM may file memoranda of this Agreement in local land records substantially in the form shown in Exhibit “G” as of the Effective Date and as of the date of development and production of Gas. (d) Subject to the prior written consent of LMM, such consent not to be unreasonably withheld, each Shipper may remove acreage from the dedication obligation described in Section 1.1(a) above in connection with an acreage swap with a third party or third parties (“Removed Acreage”) provided (i) all of the acreage received by that Shipper in exchange for the Removed Acreage (the “Replacement Acreage”) is dedicated hereunder; (ii) all of the Replacement Acreage is within the Area of Interest; (iii) the area of such Replacement Acreage is, or the estimated reserves or resources included under the Replacement Acreage are equivalent or superior to the Removed Acreage, and (iv) the Replacement Acreage is located such that it will improve gathering efficiency. LMM agrees to file of record amendments to such memorandum, or execute filings of record at any Shipper’s reasonable request, to reflect such acreage swaps consented to by LMM. (e) Shippers and LMM acknowledge and agree that neither LMM nor Shipper shall have any obligation whatsoever hereunder with respect to Gas or acreage not subject to the foregoing dedication.

Shipper’s Dedication. (a) Each Shipper, on behalf of itself, its Affiliates, and each Investment Program, dedicates to LMM for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such Investment Programs’ present and future right, title, and interest in Gas, including without limitation Gas produced from such Shipper’s Existing Well Interests, Existing Third Party Well Interests and Investment Program Well Interests, from the Area of Interest Interest, as described in Exhibit “B” (collectively “Shippers’ Gas”), provided that the following interests in Gas shall be excluded from dedication hereunder: (i) any Minority Interest in Subsequently Acquired Gas (as defined below) from any production or acreage in which Shipper neither controls nor operates the production. For purposes of this Section 1.1, a “Minority Interest” shall be any production or acreage in which any other party or parties, in the aggregate, not an Affiliate of Shipper owns a greater interest, by percentage, than Shippers; (ii) any interest in Subsequently Acquired Gas which, prior to acquisition by Shipper, is dedicated to or is flowing through another gathering system which is owned by an entity from whom Shipper acquired such interest in Gas (a “Producer System”), provided that such Gas will be dedicated to LMM in the event LMM purchases the Producer System in accordance with the terms of Section 2.4(c), below, or Section 2.5, as applicable; ; (iii) any interest in Subsequently Acquired Gas which prior to acquisition is dedicated to a third party gatherer, provided that such Gas will be dedicated to LMM in the event LMM exercises its option in accordance with the terms of Section 2.4(c) or Section 2.5, as applicable, below; and (iv) those existing interests (including future interests set forth in the areas of mutual interest described in the area of mutual interest agreements identified on Exhibit “F,” provided, however, that Shipper shall not agree to expand any such area of mutual interest from and after the Effective Date (as defined in Section 5, below)), that are subject to any of the agreements or produced from any of the xxxxx listed in Exhibit “F”. It is understood and agreed between the parties that all interests in Gas as described above, unless expressly excluded in this Section 1.1, are dedicated to LMM by this Agreement, and by the Expansion Gathering Agreement. LMM, at its discretion, shall determine whether the Gas will be considered dedicated to this Agreement or to the Expansion Gathering Agreement. For the avoidance of doubt, to the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall no longer be considered a “Shipper’s Affiliate” hereunder. (b) Each Shipper, for itself and for its Affiliates, represents and warrants. that it has the authority to make such dedication as to its Gas, and agrees that LMM may file memoranda of this agreement in local land records substantially in the form shown in Exhibit “G”. Each Shipper covenants that it will not request or solicit any potential seller of any interest in Gas to create any dedication of the Gas prior to Shipper’s acquisition. Shippers further warrant that the contracts listed on Exhibit “F” (other than the leases listed as being subject to the joint venture or farmout agreements listed on Exhibit “F”, in each case only to the extent the lessee under each such lease is not a Shipper or an Affiliate of a Shipper) have not been amended or otherwise modified in any way between April 1, 2009 and the Effective Date. (c) Each Shipper, for itself and for its Affiliates, covenants that no subsequent transfer of any interest in its Gas shall be made without being made subject to this dedication obligation herewith. Each Shipper shall provide LMM prompt notice of any such transfer and shall obtain and provide to LMM transferee’s acknowledgement of the dedication. LMM may file memoranda of this Agreement in local land records substantially in the form shown in Exhibit “G” as of the Effective Date and as of the date of development and production of Gas. (d) Subject to the prior written consent of LMM, such consent not to be unreasonably withheld, each Shipper may remove acreage from the dedication obligation described in Section 1.1(a) above in connection with an acreage swap with a third party or third parties (“Removed Acreage”) provided (i) all of the acreage received by that Shipper in exchange for the Removed Acreage (the “Replacement Acreage”) is dedicated hereunder; (ii) all of the Replacement Acreage is within the Area of Interest; (iii) the area of such Replacement Acreage is, or the estimated reserves or resources included under the Replacement Acreage are equivalent or superior to the Removed Acreage, and (iv) the Replacement Acreage is located such that it will improve gathering efficiency. LMM agrees to file of record amendments to such memorandum, or execute filings of record at any Shipper’s reasonable request, to reflect such acreage swaps consented to by LMM. (e) Shippers and LMM acknowledge and agree that neither LMM nor Shipper shall have any obligation whatsoever hereunder with respect to Gas or acreage not subject to the foregoing dedication.

Shipper’s Dedication. (a) Each Shipper, on behalf of itself, its Affiliates, and each Investment Program, dedicates to LMM for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such Investment Programs’ present and future right, title, and interest in Gas, including without limitation Gas produced from such Shipper’s Existing Well Interests, Existing Third Party Well Interests and Investment Program Well Interests, from the Area of Interest described in Exhibit “B” (collectively “Shippers’ Gas”), provided that the following interests in Gas shall be excluded from dedication hereunder: (i) any Minority Interest in Subsequently Acquired Gas (as defined below) from any production or acreage in which Shipper neither controls nor operates the production. For purposes of this Section 1.1, a “Minority Interest” shall be any production or acreage in which any other party or parties, in the aggregate, not an Affiliate of Shipper owns a greater interest, by percentage, than Shippers; (ii) any interest in Subsequently Acquired Gas which, prior to acquisition by Shipper, is dedicated to or is flowing through another gathering system which is owned by an entity from whom Shipper acquired such interest in Gas (a “Producer System”), provided that such Gas will be dedicated to LMM in the event LMM purchases the Producer System in accordance with the terms of Section 2.4(c), below, or Section 2.5, as applicable; ; (iii) any interest in Subsequently Acquired Gas which prior to acquisition is dedicated to a third party gatherer, provided that such Gas will be dedicated to LMM in the event LMM exercises its option in accordance with the terms of Section 2.4(c) or Section 2.5, as applicable, below; and (iv) those existing interests (including future interests set forth in the areas of mutual interest described in the area of mutual interest agreements identified on Exhibit “F,” provided, however, that Shipper shall not agree to expand any such area of mutual interest from and after the Effective Date (as defined in Section 5, below)), that are subject to any of the agreements or produced from any of the xxxxx listed in Exhibit “F”. It is understood and agreed between the parties that all interests in Gas as described above, unless expressly excluded in this Section 1.1, are dedicated to LMM by this Agreement, and by the Expansion Gathering Agreement. LMM, at its discretion, shall determine whether the Gas will be considered dedicated to this Agreement or to the Expansion Gathering Agreement. For the avoidance of doubt, to the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall no longer be considered a “Shipper’s Affiliate” hereunder. (b) Each Shipper, for itself and for its Affiliates, represents and warrants. that it has the authority to make such dedication as to its Gas, and agrees that LMM may file memoranda of this agreement in local land records substantially in the form shown in Exhibit “G”. Each Shipper covenants that it will not request or solicit any potential seller of any interest in Gas to create any dedication of the Gas prior to Shipper’s acquisition. Shippers further warrant that the contracts listed on Exhibit “F” (other than the leases listed as being subject to the joint venture or farmout agreements listed on Exhibit “F”, in each case only to the extent the lessee under each such lease is not a Shipper or an Affiliate of a Shipper) have not been amended or otherwise modified in any way between April 1, 2009 and the Effective Date. (c) Each Shipper, for itself and for its Affiliates, covenants that no subsequent transfer of any interest in its Gas shall be made without being made subject to this dedication obligation herewith. Each Shipper shall provide LMM prompt notice of any such transfer and shall obtain and provide to LMM transferee’s acknowledgement of the dedication. LMM may file memoranda of this Agreement in local land records substantially in the form shown in Exhibit “G” as of the Effective Date and as of the date of development and production of Gas. (d) Subject to the prior written consent of LMM, such consent not to be unreasonably withheld, each Shipper may remove acreage from the dedication obligation described in Section 1.1(a) above in connection with an acreage swap with a third party or third parties (“Removed Acreage”) provided (i) all of the acreage received by that Shipper in exchange for the Removed Acreage (the “Replacement Acreage”) is dedicated hereunder; (ii) all of the Replacement Acreage is within the Area of Interest; (iii) the area of such Replacement Acreage is, or the estimated reserves or resources included under the Replacement Acreage are equivalent or superior to the Removed Acreage, and (iv) the Replacement Acreage is located such that it will improve gathering efficiency. LMM agrees to file of record amendments to such memorandum, or execute filings of record at any Shipper’s reasonable request, to reflect such acreage swaps consented to by LMM. (e) Shippers and LMM acknowledge and agree that neither LMM nor Shipper shall have any obligation whatsoever hereunder with respect to Gas or acreage not subject to the foregoing dedication. 1.2 LMM’s Gathering Service. LMM shall Gather on a Guaranteed Capacity basis that quantity of Shipper’s Gas, subject to the provisions set forth in Exhibit “E”, which is necessary to fulfill Shipper’s Scheduled Nomination(s) and Shipper’s commitment to provide Gathering Fuel, subject only to Force Majeure and Maintenance; Shipper shall be entitled to submit volume projections to LMM on a Monthly basis. Unless and until LMM shall have installed measurement equipment (such as EFM) reasonably necessary or appropriate to track imbalances associated with such third-party Gas, LMM shall provide Shipper with *** Days’ prior written notice before agreeing to accept any third party Gas for Gathering in the Legacy Appalachian Gathering System. LMM shall have the right to commingle Shipper’s Gas with other natural gas in the Gathering System, provided, however, that LMM shall provide to Shipper first priority service up to the MDQ, and the other natural gas in the Gathering System shall not impair LMM’s obligations to Shippers hereunder, including specifically the obligations to maintain Gathering System pressures pursuant to Section 1.6.

Shipper’s Dedication. (a) Each Shipper, on behalf of itself, its Affiliates, and each Investment Program, dedicates to LMM for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such Investment Programs’ present and future right, title, and interest in Gas, including without limitation Gas produced from such Shipper’s Existing Well Interests, Existing Third Party Well Interests and Investment Program Well Interests, from the Area of Interest Interest, as described in Exhibit “B” (collectively “Shippers’ Gas”), provided that the following interests in Gas shall be excluded from dedication hereunder: (i) any Minority Interest in Subsequently Acquired Gas (as defined below) from any production or acreage in which Shipper neither controls nor operates the production. For purposes of this Section 1.1, a “Minority Interest” shall be any production or acreage in which any other party or parties, in the aggregate, not an Affiliate of Shipper owns a greater interest, by percentage, than Shippers; (ii) any interest in Subsequently Acquired Gas which, prior to acquisition by Shipper, is dedicated to or is flowing through another gathering system which is owned by an entity from whom Shipper acquired such interest in Gas (a “Producer System”), provided that such Gas will be dedicated to LMM in the event LMM purchases the Producer System in accordance with the terms of Section 2.4(c), below, or Section 2.5, as applicable; ; (iii) any interest in Subsequently Acquired Gas which prior to acquisition is dedicated to a third party gatherer, provided that such Gas will be dedicated to LMM in the event LMM exercises its option in accordance with the terms of Section 2.4(c) or Section 2.5, as applicable, below; and (iv) those existing interests (including future interests set forth in the areas of mutual interest described in the area of mutual interest agreements identified on Exhibit “F,” provided, however, that Shipper shall not agree to expand any such area of mutual interest from and after the Effective Date (as defined in Section 5, below)), that are subject to any of the agreements or produced from any of the xxxxx listed in Exhibit “F”. It is understood and agreed between the parties that all interests in Gas as described above, unless expressly excluded in this Section 1.1, are dedicated to LMM by this Agreement, and by the Expansion Legacy Gathering Agreement. LMM, at its discretion, shall determine whether the Gas will be considered dedicated to this Agreement or to the Expansion Legacy Gathering Agreement. For the avoidance of doubt, to the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall no longer be considered a “Shipper’s Affiliate” hereunder. (b) Each Shipper, for itself and for its Affiliates, represents and warrants. warrants that it has the authority to make such dedication as to its Gas, and agrees that LMM may file memoranda of this agreement in local land records substantially in the form shown in Exhibit “G”. Each Shipper covenants that it will not request or solicit any potential seller of any interest in Gas to create any dedication of the Gas prior to Shipper’s acquisition. Shippers further warrant that the contracts listed on Exhibit “F” (other than the leases listed as being subject to the joint venture or farmout agreements listed on Exhibit “F”, in each case only to the extent the lessee under each such lease is not a Shipper or an Affiliate of a Shipper) have not been amended or otherwise modified in any way between April 1, 2009 and the Effective Date. (c) Each Shipper, for itself and for its Affiliates, covenants that no subsequent transfer of any interest in its Gas shall be made without being made subject to this dedication obligation herewith. Each Shipper shall provide LMM prompt notice of any such transfer and shall obtain and provide to LMM transferee’s acknowledgement of the dedication. LMM may file memoranda of this Agreement in local land records substantially in the form shown in Exhibit “G” as of the Effective Date and as of the date of development and production of Gas. (d) Subject to the prior written consent of LMM, such consent not to be unreasonably withheld, each Shipper may remove acreage from the dedication obligation described in Section 1.1(a) above in connection with an acreage swap with a third party or third parties (“Removed Acreage”) provided (i) all of the acreage received by that Shipper in exchange for the Removed Acreage (the “Replacement Acreage”) is dedicated hereunder; (ii) all of the Replacement Acreage is within the Area of Interest; (iii) the area of such Replacement Acreage is, or the estimated reserves or resources included under the Replacement Acreage are equivalent or superior to the Removed Acreage, and (iv) the Replacement Acreage is located such that it will improve gathering efficiency. LMM agrees to file of record amendments to such memorandum, or execute filings of record at any Shipper’s reasonable request, to reflect such acreage swaps consented to by LMM. (e) Shippers and LMM acknowledge and agree that neither LMM nor Shipper shall have any obligation whatsoever hereunder with respect to Gas or acreage not subject to the foregoing dedication. 1.2 LMM’s Gathering Service. LMM shall Gather on a Guaranteed Capacity basis that quantity of Shipper’s Gas, subject to the provisions set forth in Exhibit “E”, which is necessary to fulfill Shipper’s Scheduled Nomination(s) and Shipper’s commitment to provide Gathering Fuel, and subject to Force Majeure and Maintenance. LMM shall have the right to commingle Shipper’s Gas with other natural gas in the Gathering System. LMM shall build out the Gathering System, subject to Section 2.3 of this Agreement, to accommodate Shipper’s Gas drilled after the Effective Date of this Agreement.

Shipper’s Dedication. (a) Each Shipper, on behalf of itself, its Affiliates, and each Investment Program, dedicates to LMM for Gathering all of such Shipper’s, Shipper’s Affiliates’, and such Investment Programs’ present and future right, title, and interest in Gas, including without limitation Gas produced from such Shipper’s Existing Well Interests, Existing Third Party Well Interests and Investment Program Well Interests, from the Area of Interest Interest, as described in Exhibit “B” (collectively “Shippers’ Gas”), provided that the following interests in Gas shall be excluded from dedication hereunder: (i) any Minority Interest in Subsequently Acquired Gas (as defined below) from any production or acreage in which Shipper neither controls nor operates the production. For purposes of this Section 1.1, a “Minority Interest” shall be any production or acreage in which any other party or parties, in the aggregate, not an Affiliate of Shipper owns a greater interest, by percentage, than Shippers; (ii) any interest in Subsequently Acquired Gas which, prior to acquisition by Shipper, is dedicated to or is flowing through another gathering system which is owned by an entity from whom Shipper acquired such interest in Gas (a “Producer System”), provided that such Gas will be dedicated to LMM in the event LMM purchases the Producer System in accordance with the terms of Section 2.4(c), below, or Section 2.5, as applicable; (iii) any interest in Subsequently Acquired Gas which prior to acquisition is dedicated to a third party gatherer, provided that such Gas will be dedicated to LMM in the event LMM exercises its option in accordance with the terms of Section 2.4(c) or Section 2.5, as applicable, below; and (iv) those existing interests (including future interests set forth in the areas of mutual interest described in the area of mutual interest agreements identified on Exhibit “F,” provided, however, that Shipper shall not agree to expand any such area of mutual interest from and after the Effective Date (as defined in Section 5, below)), that are subject to any of the agreements or produced from any of the xxxxx listed in Exhibit “F”. It is understood and agreed between the parties that all interests in Gas as described above, unless expressly excluded in this Section 1.1, are dedicated to LMM by this Agreement, and by the Expansion Legacy Gathering Agreement. LMM, at its discretion, shall determine whether the Gas will be considered dedicated to this Agreement or to the Expansion Legacy Gathering Agreement. For the avoidance of doubt, to the extent any Shipper’s Affiliate ceases to be an Affiliate, such entity shall no longer be considered a “Shipper’s Affiliate” hereunder. (b) Each Shipper, for itself and for its Affiliates, represents and warrants. warrants that it has the authority to make such dedication as to its Gas, and agrees that LMM may file memoranda of this agreement in local land records substantially in the form shown in Exhibit “G”. Each Shipper covenants that it will not request or solicit any potential seller of any interest in Gas to create any dedication of the Gas prior to Shipper’s acquisition. Shippers further warrant that the contracts listed on Exhibit “F” (other than the leases listed as being subject to the joint venture or farmout agreements listed on Exhibit “F”, in each case only to the extent the lessee under each such lease is not a Shipper or an Affiliate of a Shipper) have not been amended or otherwise modified in any way between April 1, 2009 and the Effective Date. (c) Each Shipper, for itself and for its Affiliates, covenants that no subsequent transfer of any interest in its Gas shall be made without being made subject to this dedication obligation herewith. Each Shipper shall provide LMM prompt notice of any such transfer and shall obtain and provide to LMM transferee’s acknowledgement of the dedication. LMM may file memoranda of this Agreement in local land records substantially in the form shown in Exhibit “G” as of the Effective Date and as of the date of development and production of Gas. (d) Subject to the prior written consent of LMM, such consent not to be unreasonably withheld, each Shipper may remove acreage from the dedication obligation described in Section 1.1(a) above in connection with an acreage swap with a third party or third parties (“Removed Acreage”) provided (i) all of the acreage received by that Shipper in exchange for the Removed Acreage (the “Replacement Acreage”) is dedicated hereunder; (ii) all of the Replacement Acreage is within the Area of Interest; (iii) the area of such Replacement Acreage is, or the estimated reserves or resources included under the Replacement Acreage are equivalent or superior to the Removed Acreage, and (iv) the Replacement Acreage is located such that it will improve gathering efficiency. LMM agrees to file of record amendments to such memorandum, or execute filings of record at any Shipper’s reasonable request, to reflect such acreage swaps consented to by LMM. (e) Shippers and LMM acknowledge and agree that neither LMM nor Shipper shall have any obligation whatsoever hereunder with respect to Gas or acreage not subject to the foregoing dedication.