Common use of Unprofitable Operations and Rights of Termination Clause in Contracts

Unprofitable Operations and Rights of Termination. 19.1 If, in the sole and absolute opinion of Gatherer, the gathering of Gas from any well or wxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, government regulations, or any cause other than force majeure, Gatherer shall not be obligated to gather or may cease gathering the Gas therefrom so long as such condition exists. Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be used for the Gas as for all other gas being gathered through the Gathering System. In the event that Gatherer refuses to gather the Gas, Producer may dispose of the Gas not gathered as it sees fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ notice of its election so to do. In the event that Gatherer refuses to gather the Gas for a period of sixty (60) consecutive days causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only insofar as it pertains to Gas produced from the affected well(s) by providing to Gatherer a thirty (30) days’ advance written notice of such termination. 19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or wxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, Plant Product content, government regulations, or any cause other than force majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so long as such condition exists. Processor agrees that in its determination of uneconomical processing, the same criteria shall be used for the Gas as for all other gas being processed through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the right to process all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at least two (2) months’ notice of its election so to do. In the event that Processor refuses to process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate this Agreement insofar as it pertains to Gas produced from the affected well(s) by providing to Processor a thirty (30) days’ advance written notice of such termination. 19.3 In the event Processor should at any time hereafter elect to permanently discontinue the operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty (120) days advance written notice of such termination notice to the other Parties. 19.4 Nothing herein shall be construed to require Producer to drill any well or to continue to operate any well which a prudent operator would not in like circumstances drill or continue to operate. 19.5 It is agreed that neither Gatherer nor Processor shall be obligated to expand the Facilities in order to provide capacity hereunder.

Unprofitable Operations and Rights of Termination. 19.1 17.1 If, in the sole and absolute opinion of Gatherer, (a) the gathering of Gas from any well within the Contract Area or wxxxxany Receipt Point(s), or (b) the delivery of Gas to any Gathering System Delivery Point, under this AgreementPoint(s), is or becomes uneconomical due to its volume, quality, government regulations, or for any cause other than force majeurecause, Gatherer shall not be obligated to gather or and may cease gathering the such Gas therefrom so long as such condition exists. Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be used for the Gas as for all other gas being gathered through the Gathering System. In the event that Gatherer refuses to gather the Gas, Producer may dispose of the Gas not gathered as it sees fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ notice of its election to so to do. In the event that Gatherer refuses to gather the Gas for a period of sixty (60) consecutive days causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only insofar as it pertains to Gas produced from the affected well(s) by providing to Gatherer a advance written notice thirty (30) days’ days in advance written notice of such termination. 19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or wxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, Plant Product content, government regulations, or any cause other than force majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so long as such condition exists. Processor agrees that in its determination of uneconomical processing, the same criteria shall be used for the Gas as for all other gas being processed through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the right to process all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at least two (2) months’ notice of its election so to do. In the event that Processor refuses to process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate this Agreement insofar as it pertains to Gas produced from the affected well(s) by providing to Processor a thirty (30) days’ advance written notice of such termination. 19.3 In the event Processor should at any time hereafter elect to permanently discontinue the operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty (120) days advance written notice of such termination notice to the other Parties. 19.4 17.2 Nothing herein shall be construed to require Producer to drill any well or to continue to operate any well which a prudent operator would not in like circumstances drill or continue to operate. 19.5 It is agreed that neither 17.3 Gatherer nor Processor shall not be obligated to expand the Facilities Gathering System in order to provide capacity hereunder.

Unprofitable Operations and Rights of Termination. 19.1 17.1 If, in the sole and absolute reasonable opinion of Gatherer, (a) the gathering of the Subject Gas from any well within the Contract Area or wxxxxany Receipt Point(s), or (b) the delivery of the Subject Gas to any Gathering System Delivery Point, under this AgreementPoint(s), is or becomes uneconomical due to its volume, quality, government regulations, or for any cause other than force majeurecause, Gatherer shall not be obligated to gather or and may cease gathering the such Subject Gas therefrom so long as such condition exists. Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be used for the Subject Gas as for all other gas being gathered through the Gathering System. In the event that Gatherer refuses to gather the Subject Gas, Producer may dispose of the Subject Gas not gathered PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT as it sees fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Subject Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ notice of its election to so to do. In Notwithstanding anything contained herein to the contrary, in the event that Gatherer refuses to gather the Subject Gas for a period of sixty (60) consecutive days causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only insofar as it pertains to Subject Gas produced from the affected well(s) by providing to Gatherer a advance written notice thirty (30) days’ days in advance written notice of such termination. 19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or wxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, Plant Product content, government regulations, or any cause other than force majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so long as such condition exists. Processor agrees that in its determination of uneconomical processing, the same criteria shall be used for the Gas as for all other gas being processed through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the right to process all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at least two (2) months’ notice of its election so to do. In the event that Processor refuses to process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate this Agreement insofar as it pertains to Gas produced from the affected well(s) by providing to Processor a thirty (30) days’ advance written notice of such termination. 19.3 In the event Processor should at any time hereafter elect to permanently discontinue the operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty (120) days advance written notice of such termination notice to the other Parties. 19.4 17.2 Nothing herein shall be construed to require Producer to drill any well or to continue to operate any well which a prudent operator would not in like circumstances drill or continue to operate. Notwithstanding the foregoing, (a) Producer intends to produce the maximum volumes possible and commits to bring all xxxxx currently shut in for economic purposes online as soon as practicable, but in no event later than July 1, 2016 and (b) Producer agrees that it will not shut-in or choke back xxxxx for economic purposes during the calendar years of 2016 through the end of 2018 unless the well reaches the end of its useful life or safety, technical or mechanical reasons necessitate shutting-in or choking back the well. 19.5 It is agreed that neither 17.3 Gatherer nor Processor shall not be obligated to expand the Facilities Gathering System in order to provide capacity hereunder.

Unprofitable Operations and Rights of Termination. 19.1 If, in the sole and absolute opinion of Gatherer, the gathering of Gas from any well or wxxxxxxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, government regulations, or any cause other than force majeure, Gatherer shall not be obligated to gather or may cease gathering the Gas therefrom so long as such condition exists. Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be used for the Gas as for all other gas being gathered through the Gathering System. In the event that Gatherer refuses to gather the Gas, Producer may dispose of the Gas not gathered as it sees fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ ' notice of its election so to do. In the event that Gatherer refuses to gather the Gas for a period of sixty (60) consecutive days causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only insofar as it pertains to Gas produced from the affected well(s) by providing to Gatherer a thirty (30) days’ advance written notice of such termination. 19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or wxxxxxxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, Plant Product content, government regulations, or any cause other than force majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so long as such condition exists. Processor agrees that in its determination of uneconomical processing, the same criteria shall be used for the Gas as for all other gas being processed through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the right to process all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at least two (2) months’ ' notice of its election so to do. In the event that Processor refuses to process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate this Agreement insofar as it pertains to Gas produced from the affected well(s) by providing to Processor a thirty (30) days’ advance written notice of such termination. 19.3 In the event Processor should at any time hereafter elect to permanently discontinue the operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty (120) days advance written notice of such termination notice to the other Parties. 19.4 Nothing herein shall be construed to require Producer to drill any well or to continue to operate any well which a prudent operator would not in like circumstances drill or continue to operate. 19.5 It is agreed that neither Gatherer nor Processor shall be obligated to expand the Facilities in order to provide capacity hereunder.

Unprofitable Operations and Rights of Termination. 19.1 If, in the sole and absolute reasonable opinion of Gatherer, the gathering of the Subject Gas from any well or wxxxxxxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, government regulations, or any cause other than force majeure, Gatherer shall not be obligated to gather or may cease gathering the Subject Gas therefrom so long as such condition exists. Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be used for the Subject Gas as for all other gas being gathered through the Gathering System. In the event that Gatherer refuses to gather the Subject Gas, Producer may dispose of the Subject Gas not gathered as it sees fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Subject Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ ' notice of its election so to do. In Notwithstanding anything contained herein to the contrary, in the event that Gatherer refuses to gather the Subject Gas for a period of sixty (60) consecutive days causing Producer’s 's well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only insofar as it pertains to the Subject Gas produced from the affected well(s) by providing to Gatherer a thirty (30) days’ ' advance written notice of such termination. 19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or wxxxx, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due to its volume, Plant Product content, government regulations, or any cause other than force majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so long as such condition exists. Processor agrees that in its determination of uneconomical processing, the same criteria shall be used for the Gas as for all other gas being processed through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the right to process all of the Gas refused, if refused for reason or reasons resulting from an act of Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at least two (2) months’ notice of its election so to do. In the event that Processor refuses to process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised solely at its discretion, to terminate this Agreement insofar as it pertains to Gas produced from the affected well(s) by providing to Processor a thirty (30) days’ advance written notice of such termination. 19.3 In the event Processor should at any time hereafter elect to permanently discontinue the operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty (120) days advance written notice of such termination notice to the other Parties. 19.4 Nothing herein shall be construed to require Producer to drill any well or to continue to operate any well which a prudent operator would not in like circumstances drill or continue to operate. 19.5 It is agreed that neither Gatherer nor Processor shall be obligated to expand the Facilities in order to provide capacity hereunder.