Uneconomic Systems. After June 30, 2019, Gatherer shall have the right to declare, acting reasonably, that the operation of all of any Midcon Gathering System is uneconomic (as defined below) by Notifying Producers. Upon receipt of such Notice by Producers, Gatherer and Producers shall negotiate in good faith to reach agreement on additional gathering fees to be paid by Producers for Producers’ Gas and MV Mitigation Gas gathered on such Midcon Gathering System that would cause the operation of that Midcon Gathering System to be economic to Gatherer. If the Parties fail to reach agreement on such additional gathering fees within a reasonable period of time, then Gatherer will have the right, upon no less than 90 Days advance Notice of abandonment to Producers, to abandon and cease operating such Midcon Gathering System, with no further liability to Producers under this Agreement or otherwise with respect to gathering Producers’ Gas or MV Mitigation Gas on such Gathering System. Producers, at their option, may elect to take assignment of Gatherer’s right, title, and interest in and to such Midcon Gathering System by providing Notice to Gatherer no later than 30 Days prior to the date on which Gatherer proposes to abandon such Midcon Gathering System, whereupon Gatherer shall assign to Producers (or their designee) all of Gatherer’s right, title, and interest in and to such Midcon Gathering System and any third party gathering agreements (to the extent assignable at no cost to Gatherer) on such Midcon Gathering System, without any representation or warranty whatsoever, except that Gatherer shall represent that there are no liens or encumbrances created by or through Gatherer burdening Gatherer’s title to the transferred assets. For purposes of this Section 10 of Exhibit B, a Midcon Gathering System shall be treated as uneconomic at such time as the Operating Cash Flow for that Midcon Gathering System for the 12 Months preceding such determination is negative. For purposes of the preceding sentence, “Operating Cash Flow” is defined as the earnings attributable to such Midcon Gathering System, before deducting interest, taxes, depreciation, and amortization, less normal maintenance capital, as reasonably determined by Gatherer. Exhibit C
Uneconomic Systems. If total deliveries of Producer’s Gas to Gatherer at a Receipt Point fall below an average daily quantity of 50 Mcf’s of Gas for any ninety (90) consecutive Day period, then Gatherer may, in its sole discretion, assign and convey to Producer, for a mutually acceptable price, the uneconomic portion of the Gathering System and all related equipment, and Producer shall assume responsibility for the operation and maintenance of and measurement at the applicable Receipt Point (including all costs related thereto), subject to the provisions of a Gas measurement and operation agreement between Producer and Gatherer, and subject to compliance with the provisions of this Agreement regarding measurement. If Producer and Gatherer cannot agree on a mutually acceptable price, the Parties agree to negotiate in good faith to remedy the uneconomic operation. Such remedies may include special agreements for increased Gathering Fees for the uneconomic connection, supplemental payments by Producer to Gatherer to cover extraordinary costs, or other means as might be appropriate. Gatherer reserves the right to shut in, or to permit Producer to operate and maintain, at Producer’s sole risk, cost, and expense, any part of the Gathering System that is uneconomic for which a mutually agreeable solution cannot be agreed to between the Parties. Exhibit B ADDRESSES FOR NOTICES Gastar Exploration Ltd.
