Common use of Shipper’s Obligations Clause in Contracts

Shipper’s Obligations. Shipper shall, subject to the terms of this Precedent Agreement: a. Within 30 days of tender by Transporter, execute and deliver to Transporter a TSA, and to the extent applicable, a FRGS Agreement, for each of the Expansion Firm Services selected by Shipper in this Precedent Agreement; b. Commencing on the actual in-service date of the Expansion Firm Services, pay Transporter the applicable tolls set forth in Appendix A (subject to NEB approval) for the Expansion Firm Services during the applicable term of the TSA for each of the Expansion Firm Services and such other charges and surcharges as may from time to time apply to the Expansion Firm Services, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff. c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and to obtain all governmental and regulatory authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and to provide the Expansion Firm Services at the tolls set out in this Precedent Agreement and to perform its obligations contemplated in this Precedent Agreement, and, upon request by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions; d. Possess, provide, and maintain such credit as is required by Transporter to satisfy Shipper’s financial and contractual obligations under this Precedent Agreement and under every TSA executed pursuant to this Precedent Agreement; and e. Execute and deliver such documents and do such acts as may be reasonably requested by Transporter to effectuate the terms of this Precedent Agreement, and agree to provide any information that is reasonably requested by Transporter in preparing, submitting, and conducting applications to any regulatory or governmental body in connection with the approval and authorization of the tolls and terms and conditions of the Expansion Firm Services.

Shipper’s Obligations. Shipper shall, subject to the terms of this Precedent Agreement: a. Within 30 days of tender by Transporter, execute and deliver to Transporter a TSA, and to the extent applicable, a FRGS Agreement, TA for each of the Expansion Firm Services Service selected by Shipper in this Precedent Agreement; b. Commencing on the actual in-service date of the Expansion Firm ServicesService, pay Transporter the applicable tolls negotiated rates set forth in Appendix A (subject to NEB FERC approval) for the Expansion Firm Services Service during the applicable term of the TSA for each of the Expansion Firm Services TA and such other charges and surcharges set out in this Precedent Agreement as may from time to time apply to the Expansion Firm ServicesService, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff.; c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and to obtain all governmental and regulatory authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and to provide the Expansion Firm Services Service at the tolls negotiated rates set out in this Precedent Agreement and to perform its obligations contemplated in this Precedent Agreement, and, upon request by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions; d. Possess, provide, and maintain such credit as is required by Transporter to satisfy Shipper’s financial and contractual obligations under this Precedent Agreement and under every TSA TA executed pursuant to this Precedent Agreement; and e. Execute and deliver such documents and do such acts as may be reasonably requested by Transporter to effectuate the terms of this Precedent Agreement, and agree to provide any information that is reasonably requested by Transporter in preparing, submitting, and conducting applications to any regulatory or governmental body in connection with the approval and authorization of the tolls and terms and conditions of the Expansion Firm ServicesService.

Shipper’s Obligations. (a) Shipper shallagrees that it will execute an Entrega Projects FTSA consistent with the form of Service Agreement as contained in Appendix B hereto, subject as finally approved by FERC, which, if Shipper shall have elected the Negotiated Reservation Rate Option, shall reflect the fixed nature of the reservation charge as described in Section 4, within five (5) business days after tender by Transporter. The FTSA will reflect the receipt points, delivery points, term, rate and MDQ described herein. (b) Upon request by Transporter, Shipper agrees to support any notification, initial tariff filing, application or certificate filing made to the FERC or any other governmental body to obtain any necessary authorizations to construct, operate or acquire facilities or to provide services as set out herein, including the regulatory integration of the Entrega Projects and the Rockies Project. At least 30 days prior to the filing of the application for the regulatory integration of the Entrega Projects and the Rockies Project, Shipper will be provided a pro forma of tariff changes related to the Entrega Project and the integration of the Entrega and Rockies Express tariffs (Tariff) and afforded the opportunity to provide comments to Transporter on the development of the Tariff and Transporter will work with the Shipper in good faith to resolve any concerns prior to the filing of such tariff. In the event Shipper and Transporter are unable to resolve all of the Shipper’s concerns prior to the filing of the Tariff, Shipper will within five (5) days of a written request by Transporter, provide Transporter a written summary of Shipper’s unresolved concerns regarding the pro forma Tariff. Shipper agrees to limit any protests of the initial Tariff filing to (i) those unresolved items addressed in Shipper’s written summary to Transporter, and (ii) any items related to deviations between the pro forma Tariff provided by Transporter to Shipper and the as filed version of the Tariff, which in each case are inconsistent or otherwise conflict with the terms of this Precedent Agreement: a. Within 30 days of tender by Transporter, execute and deliver Agreement or the FTSA. Shipper also agrees that in any response to Transporter a TSA, and such initial Tariff filing it will not raise issues related to the extent applicabledetermination of Rockies Express’s maximum recourse rates for the integrated Rockies Project and the Entrega Projects. Nothing herein shall be construed to limit or waive Shipper’s rights to intervene or protest any subsequent tariff filing made by Transporter or its successor subsequent to the filing for FERC Authorization for Certificate 3; and (c) Shipper shall provide sufficient evidence of credit worthiness, a FRGS Agreement, for each of as reasonably determined by Transporter in accordance with the Expansion Firm Services selected by Shipper in this Precedent Agreement; b. Commencing on the actual in-service date of the Expansion Firm Services, pay Transporter the applicable tolls standards set forth in Appendix A (subject to NEB approval) for C, along with the Expansion Firm Services during the applicable term return of the TSA for each of the Expansion Firm Services and such other charges and surcharges as may from time to time apply to the Expansion Firm Services, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff. c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and to obtain all governmental and regulatory authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and to provide the Expansion Firm Services at the tolls set out in this Precedent Agreement and to perform its obligations contemplated in this signed Precedent Agreement, and, upon request by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions; d. Possess, provide, . Shipper shall have and maintain such credit or provide assurances (“credit support”), as is are required by Transporter in its reasonable discretion, to satisfy Shipper’s financial and contractual obligations under this Precedent Agreement and under every TSA executed pursuant to the FTSA which may result from this Precedent Agreement. Such credit support may consist of; and e. Execute (i) prepayment of value or letter of credit in the amount of up to 36 months of Shipper’s reservation charges, resulting from the MDQ and deliver rates stated herein; (ii) a parental guarantee in form and substance acceptable to Transporter from an entity which meets the credit standards of Appendix C or the Tariff and is otherwise acceptable to Transporter, or (iii) such documents and do such acts other credit assurances as Transporter may require. Such assurances shall be reasonably requested provided by Transporter to effectuate the terms of this Precedent Agreement, and agree to provide any information that is reasonably Shipper as requested by Transporter in preparing, submitting, and conducting applications to any regulatory or governmental body in connection accordance with the approval and authorization of the tolls and terms and conditions of the Expansion Firm Servicestimetable set forth below.

Shipper’s Obligations. a. Shipper shallshall execute, subject to the terms of this Precedent Agreement: a. Within 30 within thirty (30) days of tender by Transporter, execute and deliver to Transporter a TSA, and to the extent applicable, a FRGS Agreement, TA for each of the Expansion Firm New Services selected by Shipper in Appendix A to this Precedent Agreement; b. Commencing on the actual in-service date . The terms of the Expansion Firm Services, pay Transporter the applicable tolls set forth in Appendix A (subject to NEB approval) for the Expansion Firm each such TA will reflect Xxxxxxx’s New Services during the applicable term of the TSA for each of the Expansion Firm Services and such other charges and surcharges as may from time to time apply to the Expansion Firm Services, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff. c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and to obtain all governmental and regulatory authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and to provide the Expansion Firm Services at the tolls set out terms specified in this Precedent Agreement including Appendix A hereto, and to perform its obligations contemplated such other terms and conditions as are codified in this Precedent Agreement, and, upon request Transporter’s transportation tariff approved by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in NEB for the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions;New Services. d. Possess, provide, (i) Shipper shall possess and maintain such credit as is required by Transporter to satisfy Shipper’s Xxxxxxx's financial and contractual obligations under this Precedent Agreement and under every TSA TA executed pursuant to this Precedent Agreement. (ii) Where Shipper must provide security for its financial and contractual obligations under this Precedent Agreement, Shipper shall: a) maintain and demonstrate to Transporter’s satisfaction, upon signing of this Precedent Agreement and quarterly thereafter or as agreed to with Transporter and continuing until such time as Shipper has complied with the credit requirements applicable to it pursuant to Section 4(4.b).(iii) below, the availability of committed but undrawn credit capacity in an amount equal to up to twelve (12) months’ demand charges under all New Services to which Xxxxxxx has subscribed; andor b) provide security in the form of cash or Letter of Credit inwhich shall not exceed an amount equal to up to sixthree (63) months’ demand charges under all New Services to which Xxxxxxx has subscribed. e. Execute (iii) Transporter’s credit requirements for transportation shall be codified in Transporter’s transportation tariff approved by the NEB, and shall not, in any event, exceed the credit requirements specified in Transporter’s approved transportation tariff in effect at the effective date of this Precedent Agreement exceed an amount equal to three (3) months of all tolls and other charges payable for firm services selected under a TA, except for firm services contracted in association with requirements for facilities construction or other capital expenditure requirements by the Transporter, in which case credit requirements may be required in an amount equal to up to twelve (12) months of tolls and other charges payable. If Shipper is required to provide security for its financial and contractual obligations under a TA, Transporter shall require Shipper to furnish such security no earlier than the later to occur of: (A) the date that is twenty (20) days following Xxxxxxx's receipt of the TA from Transporter; and (B) September 1, 2015. x. Xxxxxxx agrees to execute and deliver such other documents and do such other acts as may be reasonably requested by Transporter to effectuate the terms of this Precedent Agreement, and agree agrees to provide any information that is reasonably requested by Transporter in preparing, submitting, and conducting applications to any regulatory or governmental body in connection with the approval and authorization of the tolls and terms and conditions of the Expansion Firm New Services.

Shipper’s Obligations. (a) Shipper shall, subject to agrees that it will execute the terms FTSA(s) consistent with the form of this Precedent Agreement: a. Within 30 Service Agreement as contained in Appendix B hereto within five (5) business days of after tender by Transporter. The FTSA(s) will reflect the receipt points, execute and deliver to Transporter a TSAdelivery points, term(s), rate(s), Facility Reimbursement Charge, and MDQ(s) described herein. (b) Upon request by Transporter, Shipper agrees to reasonably support any notification, tariff filing, application or certificate filing made to the extent applicable, a FRGS Agreement, for each of the Expansion Firm Services selected by Shipper in this Precedent Agreement; b. Commencing on the actual in-service date of the Expansion Firm Services, pay Transporter the applicable tolls set forth in Appendix A (subject to NEB approval) for the Expansion Firm Services during the applicable term of the TSA for each of the Expansion Firm Services and such FERC or any other charges and surcharges as may from time to time apply to the Expansion Firm Services, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff. c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and governmental body to obtain all governmental and regulatory any necessary authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and Capacity Expansion Project or to provide the Expansion Firm Services at the tolls services as set out herein; and (c) Shipper shall provide sufficient evidence of credit worthiness as reasonably determined by Transporter in this Precedent Agreement and to perform its obligations contemplated accordance with the standards set forth in this Precedent Agreement, and, upon request by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions; d. Possess, provide, Appendix C. Shipper shall have and maintain such credit or provide assurances ("credit support"), as is are required by Transporter in its reasonable discretion, to satisfy Shipper’s 's financial and contractual obligations under this Precedent Agreement and under every TSA executed pursuant to the FTSA(s), including without limitation the Facility Reimbursement Charge, which may result from this Precedent Agreement. Such credit support shall consist of (i) prepayment of value or letter of credit in the amount of 36 months of Shipper's reservation charges, resulting from the MDQ and rates stated herein; and e. Execute (ii) a guarantee in form and deliver substance acceptable to Transporter from an entity which meets the credit standards of Appendix C and is otherwise acceptable to Transporter; or (iii) such documents and do such acts other credit assurances as Transporter may require. Such assurances shall be reasonably requested provided by Transporter to effectuate Shipper within 5 business days of the terms Effective date of this Precedent Agreement. The creditworthiness requirements of this Section 6 and in Appendix C, and agree including without limitation all creditworthiness requirements pertaining to provide any information that is reasonably requested by Transporter in preparingthe Facility Reimbursement Charge, submitting, and conducting applications shall apply to any regulatory assignment (in whole or governmental body in connection with part) of this Precedent Agreement or the approval FTSA(s) or to any permanent release, in whole or in part, of an FTSA and authorization shall survive termination of this Precedent Agreement. (d) The Project contemplates capacity expansion on Transporter's system and does not incorporate transportation capacity on any upstream pipeline to facilitate transportation. Shipper agrees that it is Shipper's responsibility to obtain gas supply at the tolls primary receipt points or secondary receipt points on Transporter's system and terms and conditions of the Expansion Firm Servicesthat obtaining such gas supply is not a condition precedent to this Agreement.

Shipper’s Obligations. (a) Shipper shallagrees that it will execute a minimum of three Firm Transportation Service Agreements consistent with the form of Service Agreement as contained in Appendix B hereto, subject as finally approved by FERC which, if Shipper shall have elected the Negotiated Reservation Rate Option, shall reflect the fixed nature of the reservation rate as described in Section 4, within five (5) business days after tender by Transporter. The FTSAs, at least one each for Certificate 1 Segment, Certificate 2 Segment and Certificate 3 Segment, will reflect the receipt points, delivery points, term(s), rate(s) and MDQ(s) described herein. (b) Upon request by Transporter, Shipper agrees to support any notification, initial tariff filing, application or certificate filing made to the FERC or any other governmental body to obtain any necessary authorizations to construct, operate or acquire facilities or to provide services as set out herein. At least 30 days prior to the filing of the certificate application for Certificate 1 Segment, Shipper will be provided a pro forma tariff and afforded the opportunity to provide comments to Transporter on the development of the Tariff and Transporter will work with the Shipper in good faith to resolve any concerns prior to the filing of such Tariff. In the event Shipper and Transporter are unable to resolve all of the Shipper’s concerns prior to the filing of such tariff, Shipper will within five (5) days of a written request by Transporter, provide Transporter a written summary of Shipper’s unresolved concerns regarding the pro forma tariff. Shipper agrees to limit any protests of the initial tariff filing to (i) those unresolved items addressed in Shipper’s written summary to Transporter, and (ii) any items related to deviations between the pro forma tariff provided by Transporter to Shipper and the as filed version of the Tariff, which in each case are inconsistent or otherwise conflict with the terms of this Precedent Agreement: a. Within 30 days of tender by Transporter, execute and deliver Agreement or any FTSA. Shipper also agrees that in any response to Transporter a TSA, and such initial tariff filing it will not raise issues related to the extent applicabledetermination of Transporter’s maximum recourse rates for the Project. Nothing herein shall be construed to limit or waive Shipper’s rights to intervene or protest any subsequent tariff filing made by Transporter or its successor subsequent to the filing for FERC Authorization for Certificate 3 Segment; and (c) Shipper shall provide sufficient evidence of credit worthiness, a FRGS Agreement, for each of as reasonably determined by Transporter in accordance with the Expansion Firm Services selected by Shipper in this Precedent Agreement; b. Commencing on the actual in-service date of the Expansion Firm Services, pay Transporter the applicable tolls standards set forth in Appendix A (subject to NEB approval) for C, along with the Expansion Firm Services during the applicable term return of the TSA for each of the Expansion Firm Services and such other charges and surcharges as may from time to time apply to the Expansion Firm Services, and provide fuel in-kind subject to the system receipt and delivery fuel requirements, all in accordance with Transporter’s Tariff. c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of Transporter to make all necessary notifications, tariff filings, applications or certificate filings and to obtain all governmental and regulatory authorizations and/or exemptions necessary for Transporter to construct, own and operate and maintain the facilities required for and to provide the Expansion Firm Services at the tolls set out in this Precedent Agreement and to perform its obligations contemplated in this signed Precedent Agreement, and, upon request by Transporter, will express its support in the manner specified by Transporter, which may include, without limitation, support in the form of a written submission, or support in the form of an in- person submission or appearance at a hearing, for any such notifications, tariff filings, applications or certificate filings, authorizations and/or exemptions; d. Possess, provide, . Shipper shall have and maintain such credit or provide assurances (“credit support”), as is are required by Transporter in its reasonable discretion, to satisfy Shipper’s financial and contractual obligations under this Precedent Agreement and under every TSA executed pursuant to the FTSAs which may result from this Precedent Agreement. Such credit support may consist of (i) prepayment of value or letter of credit in the amount of up to 36 months of Shipper’s reservation charges, resulting from the MDQ and rates stated herein; and e. Execute (ii) a parental guarantee in form and deliver substance acceptable to Transporter from an entity which meets the credit standards of Appendix C or the Tariff and is otherwise acceptable to Transporter; or (iii) such documents and do such acts other credit assurances as Transporter may require. Such assurances shall be reasonably requested provided by Transporter to effectuate the terms of this Precedent Agreement, and agree to provide any information that is reasonably Shipper as requested by Transporter in preparing, submitting, and conducting applications to any regulatory or governmental body in connection accordance with the approval and authorization of the tolls and terms and conditions of the Expansion Firm Servicestimetable set forth below.