Common use of Balancing Clause in Contracts

Balancing. Any monthly imbalance between nominations and actuals shall be accounted for and administered in accordance with the following Terms and Conditions: Gatherer and Shipper intend that the quantities of Gas actually delivered and received each Day under the Agreement will equal the confirmed nominations. Any difference between the aggregate quantity of Gas nominated and the aggregate quantity of Gas actually delivered on any given Day shall constitute the “Daily Operational Imbalance”. During any given month, operational metered quantities (MMBtu’s) shall be used by Gatherer on a daily basis, as available, to determine the Daily Operational Imbalance, if any, for any given Day. Upon notification by Gatherer, Shipper shall promptly make, or cause to be made, such physical flow adjustments as may be necessary in order to prevent, reduce, or eliminate any Daily Operational Imbalance. The sum of the Daily Operational Imbalances for each Day in a given Month shall constitute the “Monthly Operational Imbalance” for such Month. The actual Monthly Operational Imbalance shall be communicated by Gatherer to Shipper in writing as soon as possible, but in no case later than the twentieth (20th) Day of the Month following the Month in which the Monthly Operational Imbalance occurred. Deliveries of Gas to correct actual Monthly Operational Imbalances shall be nominated in the next Month’s nominations and may be made through the normal nomination procedures as set out in the Agreement, as such may be in effect from time to time, or as may otherwise be mutually agreed to by Gatherer and Shipper. Any Monthly Operational Imbalance Gatherer and Shipper have not eliminated by the end of the Month following the Month in which the Monthly Operational Imbalance occurred shall be “cashed-out” as follows:

Balancing. The quantity of Natural Gas, less Shrinkage, delivered or --------- caused to be delivered by Buyer to Sellers at the Receipt Point(s) in connection with the Resale Service hereunder on any Day shall be redelivered by Sellers to Buyer at the Delivery Point, balanced on a heat-content basis. Any monthly imbalance between nominations Buyer's deliveries at the Receipt Point(s) and actuals Buyer's actual usage of Natural Gas in connection with the Resale Service shall be accounted for kept to a minimum and, in any event, shall not exceed [*] of Buyer's actual usage of Resale Service Gas hereunder. In the event an imbalance between monthly receipts and administered in accordance with deliveries exists hereunder, Buyer and Sellers shall immediately take whatever action is required to eliminate such imbalance within thirty (30) Days after receipt of written notification of the following Terms and Conditions: Gatherer and Shipper intend that same. If Buyer's monthly usage of Resale Service Gas at the quantities Facility varies from Buyer's monthly deliveries of Gas actually delivered and received at the Receipt Point(s) by more than [*] during the period December through March, for any such variation above [*] Buyer shall be subject to a penalty equal to the [*] multiplied by such variation. If Buyer's monthly usage of Resale Service Gas at the Facility varies from Buyer's monthly deliveries of Gas at the Receipt Point(s) by more than [*] percent [*] during the period April through November, for any such variation above [*] percent [*] Buyer shall be subject to a penalty of [*] per Dekatherm, as adjusted by changes in Sellers' [*] as set forth below. Of the total quantity of Gas purchased by Buyer on each Day Day, the Resale Service quantity used shall be deemed to be the nominated quantity under paragraph 3.12 or the Agreement will equal total quantity, whichever is less. The Sales Service quantity used shall be the confirmed nominations. Any difference between the aggregate total quantity of Gas nominated used and the aggregate Resale Service quantity of Gas actually delivered on any given Day shall constitute the “Daily Operational Imbalance”used. During any given month, operational metered quantities (MMBtu’s) Buyer shall be used by Gatherer responsible on a daily basisbasis for assuring that its suppliers deliver to Transporter(s) at the Receipt Point(s) the quantity of Resale Service Gas scheduled by Buyer in its nomination to Sellers. Imbalances on a daily basis between the nominated Sales Service and Resale Service quantities and the quantities actually used, in excess of [*] percent [*] of the nominated quantity, shall be subject to a penalty of [*] per Dekatherm. This [*] penalty shall be adjusted after the first Annual Period or December 31, 1992, whichever first occurs, with any percentage change in Sellers' [*], relative to the [*] which were in effect during the first Annual Period or 1992, as available, appropriate. Buyer shall be obligated to determine pay the Daily Operational Imbalancehigher of the monthly or daily penalties assessed by Sellers, if any, but shall not be obligated to pay both penalties. Furthermore, if any imbalance related to Buyer's operations under the Resale Service and Sales Service hereunder results in any penalties being applied to Sellers by Transporter(s), Sellers may elect to make Buyer responsible for any given Day. Upon notification by Gatherer, Shipper shall promptly make, or cause to be made, such physical flow adjustments as may be necessary penalties in order to prevent, reduce, or eliminate any Daily Operational Imbalance. The sum lieu of the Daily Operational Imbalances penalties for each Day imbalances provided in a given Month shall constitute the “Monthly Operational Imbalance” for this paragraph 5.3 related to any such Month. The actual Monthly Operational Imbalance shall be communicated penalty by Gatherer to Shipper in writing as soon as possible, but in no case later than the twentieth (20th) Day of the Month following the Month in which the Monthly Operational Imbalance occurred. Deliveries of Gas to correct actual Monthly Operational Imbalances shall be nominated in the next Month’s nominations and may be made through the normal nomination procedures as set out in the Agreement, as such may be in effect from time to time, or as may otherwise be mutually agreed to by Gatherer and Shipper. Any Monthly Operational Imbalance Gatherer and Shipper have not eliminated by the end of the Month following the Month in which the Monthly Operational Imbalance occurred shall be “cashed-out” as follows:Transporter(s).