Common use of Future Projects Clause in Contracts

Future Projects. The parties acknowledge and agree that the Future Projects identified in Exhibit A hereto are in differing stages of consideration by Homestead and that, at any point in the process of its due diligence review, the negotiation of definitive acquisition and related documents and its efforts to obtain all Permits required for development of any such Future Project, Homestead may determine, in its sole and absolute discretion, either to proceed with the acquisition of the land for, and development of, any such Future Project or to discontinue its efforts in respect of any such Future Project. Requests for advances of Loan proceeds hereunder may include amounts required to reimburse Homestead for the costs and expenses incurred by Homestead in its due diligence review of any such Future Project, as well as all costs incurred in connection with its efforts to secure the Permits required for development of any such Future Project. Whenever such pursuit costs ("Pursuit Costs") are to be funded with Loan proceeds, prior to the first advance in respect of a Future Project, Homestead will provided Atlantic with a notice (a "Funding Notice") identifying the Future Project, together with a development budget (a "Development Budget") indicating the anticipated costs that are likely to be incurred prior to the acquisition of such Future Project by Homestead or a Subsidiary, the amount of such costs to be funded by Loan proceeds, which amount shall in no event exceed $100,000 per Future Project, and a schedule setting forth the anticipated time-frames for completing the due diligence review and obtaining required Permits (a "Development Schedule"). If Homestead elects to proceed with a Future Project, then Homestead shall provide Atlantic at least 10 Business Days' prior written notice (an "Acquisition Notice") of the anticipated closing date for the acquisition of the subject Land, the identity of the Borrower for such transaction, and the estimated amount of Loan proceeds that will need to be advanced at such closing. From and after delivery of an Acquisition Notice to Atlantic, the subject project shall, for all purposes under this Agreement, be deemed a "Project". Notwithstanding anything to the contrary in the foregoing, funding of the first advance of Loan proceeds in respect of any such Project shall require the recordation of Security Documents adding such Project as security for the Loan and the satisfaction of the other conditions set forth in Section 5.2 as to such Project. In the event, however, that Homestead determines from time to time that any Future Project is unacceptable to it and that Homestead will not expend further efforts with respect to such Future Project, Homestead shall provide written notice to Atlantic identifying any such Future Project. In such event, any Pursuit Costs theretofore funded with Loan proceeds, together with accrued and unpaid interest thereon due under the terms of the Corporate Note, shall be repaid by Homestead to Atlantic within 30 days after delivery of such notice to Atlantic.

Future Projects. The parties acknowledge and agree that the Future Projects identified in Exhibit A hereto are in differing stages of consideration by Homestead and that, at any point in the process of its due diligence review, the negotiation of definitive acquisition and related documents and its efforts to obtain all Permits required for development of any such Future Project, Homestead may determine, in its sole and absolute discretion, either to proceed with the acquisition of the land for, and development of, any such Future Project or to discontinue its efforts in respect of any such Future Project. Requests for advances of Loan proceeds hereunder may include amounts required to reimburse Homestead for the costs and expenses incurred by Homestead in its due diligence review of any such Future Project, as well as all costs incurred in connection with its efforts to secure the Permits required for development of any such Future Project. Whenever such pursuit costs ("Pursuit Costs") are to be funded with Loan proceeds, prior to the first advance in respect of a Future Project, Homestead will provided Atlantic PTR with a notice (a "Funding Notice") identifying the Future Project, together with a development budget (a "Development Budget") indicating the anticipated costs that are likely to be incurred prior to the acquisition of such Future Project by Homestead or a Subsidiary, the amount of such costs to be funded by Loan proceeds, which amount shall in no event exceed $100,000 per Future Project, and a schedule setting forth the anticipated time-frames for completing the due diligence review and obtaining required Permits (a "Development Schedule"). If Homestead elects to proceed with a Future Project, then Homestead shall provide Atlantic PTR at least 10 Business Days' prior written notice (an "Acquisition Notice") of the anticipated closing date for the acquisition of the subject Land, the identity of the Borrower for such transaction, and the estimated amount of Loan proceeds that will need to be advanced at such closing. From and after delivery of an Acquisition Notice to AtlanticPTR, the subject project shall, for all purposes under this Agreement, be deemed a "Project". Notwithstanding anything to the contrary in the foregoing, funding of the first advance of Loan proceeds in respect of any such Project shall require the recordation of Security Documents adding such Project as security for the Loan and the satisfaction of the other conditions set forth in Section 5.2 as to such Project. In the event, however, that Homestead determines from time to time that any Future Project is unacceptable to it and that Homestead will not expend further efforts with respect to such Future Project, Homestead shall provide written notice to Atlantic PTR identifying any such Future Project. In such event, any Pursuit Costs theretofore funded with Loan proceeds, together with accrued and unpaid interest thereon due under the terms of the Corporate Note, shall be repaid by Homestead to Atlantic PTR within 30 days after delivery of such notice to AtlanticPTR.

Future Projects. The parties acknowledge and agree that the Future Projects identified in Exhibit A hereto are in differing stages of --------- consideration by Homestead and that, at any point in the process of its due diligence review, the negotiation of definitive acquisition and related documents and its efforts to obtain all Permits required for development of any such Future Project, Homestead may determine, in its sole and absolute discretion, either to proceed with the acquisition of the land for, and development of, any such Future Project or to discontinue its efforts in respect of any such Future Project. Requests for advances of Loan proceeds hereunder may include amounts required to reimburse Homestead for the costs and expenses incurred by Homestead in its due diligence review of any such Future Project, as well as all costs incurred in connection with its efforts to secure the Permits required for development of any such Future Project. Whenever such pursuit costs ("Pursuit Costs") are to be funded with Loan proceeds, prior to the first ------------- advance in respect of a Future Project, Homestead will provided Atlantic PTR with a notice (a "Funding Notice") identifying the Future Project, together with a -------------- development budget (a "Development Budget") indicating the anticipated costs ------------------ that are likely to be incurred prior to the acquisition of such Future Project by Homestead or a Subsidiary, the amount of such costs to be funded by Loan proceeds, which amount shall in no event exceed $100,000 per Future Project, and a schedule setting forth the anticipated time-frames for completing the due diligence review and obtaining required Permits (a "Development Schedule"). -------------------- If Homestead elects to proceed with a Future Project, then Homestead shall provide Atlantic PTR at least 10 Business Days' prior written notice (an "Acquisition ----------- Notice") of the anticipated closing date for the acquisition of the subject ------ Land, the identity of the Borrower for such transaction, and the estimated amount of Loan proceeds that will need to be advanced at such closing. From and after delivery of an Acquisition Notice to AtlanticPTR, the subject project shall, for all purposes under this Agreement, be deemed a "Project". Notwithstanding anything to the contrary in the foregoing, funding of the first advance of Loan proceeds in respect of any such Project shall require the recordation of Security Documents adding such Project as security for the Loan and the satisfaction of the other conditions set forth in Section 5.2 as to such ----------- Project. In the event, however, that Homestead determines from time to time that any Future Project is unacceptable to it and that Homestead will not expend further efforts with respect to such Future Project, Homestead shall provide written notice to Atlantic PTR identifying any such Future Project. In such event, any Pursuit Costs theretofore funded with Loan proceeds, together with accrued and unpaid interest thereon due under the terms of the Corporate Note, shall be repaid by Homestead to Atlantic PTR within 30 days after delivery of such notice to AtlanticPTR.

Future Projects. The parties acknowledge and agree that (a) From time to time, Producer may propose to construct additional facilities or any other additions (including connecting additional ▇▇▇▇▇), improvements or appurtenances relating to the Gathering System (including, but not limited to, additional CGPs, additional Delivery Points, additional Receipt Points, pipelines, tanks, separators, flanges, meters, etc., “Future Projects”) by delivery of written notice to Gatherer of such proposed Future Project. Unless otherwise mutually agreed by the Parties, (i) if the Future Project is for an additional Receipt Point on Western Catarina, such Future Project will be at Gatherer’s sole cost and expense, and (ii) if the Future Project is for an additional Receipt Point on Eastern Catarina, Gatherer may elect for (A) Gatherer to construct such Receipt Point at Gatherer’s sole cost and expense, in which case the Gathering and Processing Fee for the ▇▇▇▇▇ applicable to such new Receipt Point shall be the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Dedicated Acreage”, or (B) Producer to construct such Receipt Point at Producer’s sole cost and expense, in which case Gatherer will reduce the Gathering and Processing Fee for the ▇▇▇▇▇ applicable to such new Receipt Point (each such well, a “Subject Well”) to the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Subject ▇▇▇▇▇”. (b) If a Future Project (other than a Receipt Point) would permit the Maximum Daily Quantity to be increased, (i) such Future Project will be at Gatherer’s sole cost and expense if such Future Project is attributable to Western Catarina, and (ii) such Future Project will be at Producer’s sole cost and expense if such Future Project is attributable to Eastern Catarina. (c) With respect to all other Future Projects identified in Exhibit A hereto are in differing stages of consideration by Homestead and that(other than Receipt Points or any Future Project that is subject to Section 3.7(b)), at any point in Gatherer shall have the process of its due diligence review, the negotiation of definitive acquisition and related documents and its efforts right to obtain all Permits required for development of approve any such other Future ProjectProject in its commercially reasonable discretion, Homestead may determineand the Parties shall negotiate in good faith the division of costs, expenses and responsibilities for such Future Projects. Notwithstanding anything in this Section 3.7(c) to the contrary, Producer shall always have the option, in its sole and absolute discretion, either to proceed undertake and construct (in reasonable cooperation with Gatherer) a Future Project at its sole cost and expense. (d) Gatherer hereby grants to Producer or its designee, insofar as Gatherer has the acquisition legal right to do so without the incurrence of additional expense, the land fornon-exclusive right of ingress and egress over, across and under all lands and leaseholds or premises of Gatherer, and development ofto the Gathering System, any such Future Project or to discontinue its efforts in respect for the construction and, as applicable, operation of any such Future ProjectProjects approved in accordance with this Section 3.7. Requests for advances of Loan proceeds hereunder may include amounts required to reimburse Homestead for the costs and expenses incurred All operations conducted by Homestead in its due diligence review of any such Future Project, as well as all costs incurred in connection with its efforts to secure the Permits required for development of any such Future Project. Whenever such pursuit costs ("Pursuit Costs") are to be funded with Loan proceeds, prior to the first advance in respect of a Future Project, Homestead will provided Atlantic with a notice (a "Funding Notice") identifying the Future Project, together with a development budget (a "Development Budget") indicating the anticipated costs that are likely to be incurred prior to the acquisition of such Future Project by Homestead or a Subsidiary, the amount of such costs to be funded by Loan proceeds, which amount shall in no event exceed $100,000 per Future Project, and a schedule setting forth the anticipated time-frames for completing the due diligence review and obtaining required Permits (a "Development Schedule"). If Homestead elects to proceed with a Future Project, then Homestead shall provide Atlantic at least 10 Business Days' prior written notice (an "Acquisition Notice") of the anticipated closing date for the acquisition of the subject Land, the identity of the Borrower for such transaction, and the estimated amount of Loan proceeds that will need to be advanced at such closing. From and after delivery of an Acquisition Notice to Atlantic, the subject project shall, for all purposes under this Agreement, be deemed a "Project". Notwithstanding anything to the contrary in the foregoing, funding of the first advance of Loan proceeds in respect of any such Project shall require the recordation of Security Documents adding such Project as security for the Loan and the satisfaction of the other conditions set forth in Section 5.2 as to such Project. In the event, however, that Homestead determines from time to time that any Future Project is unacceptable to it and that Homestead will not expend further efforts Producer with respect to such Future ProjectProjects shall be carried out in a manner that does not, Homestead without the prior consent of Gatherer (which shall provide written notice to Atlantic identifying not be unreasonably withheld, conditioned or delayed), interfere with any such Future Project. In such event, any Pursuit Costs theretofore funded with Loan proceeds, together with accrued and unpaid interest thereon due under the terms operations of the Corporate Note, Gathering System and shall be repaid by Homestead conducted in accordance with standards customary in the industry with respect to Atlantic within 30 days after delivery of such notice its operations and all Applicable Laws. PRODUCER AGREES TO INDEMNIFY, DEFEND, AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) ARISING OUT OF, RESULTING FROM OR RELATING TO THE ACTS OR OMISSIONS OF A MEMBER OF THE PRODUCER GROUP IN CONNECTION WITH SUCH PERSON’S USE OF THE RIGHTS, OR FAILURE TO COMPLY WITH THE OBLIGATIONS, SET FORTH IN THIS SECTION ‎3.7(d), EXCEPT TO THE EXTENT THAT ANY OF THE ABOVE IN THIS SENTENCE ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE GATHERER GROUP. Notwithstanding the preceding, Gatherer shall not be required to Atlanticmove any gathering lines, pipelines or other equipment or facilities in order to accommodate Producer with respect to the preceding.