Common use of MINIMUM VOLUME COMMITMENT; FEES Clause in Contracts

MINIMUM VOLUME COMMITMENT; FEES. 9.1 Each Month during the Term hereof, Shipper (together with its Affiliates and Successors) shall deliver to Gatherer at the Receipt Points a minimum of 15,000 Barrels per Day (the “Minimum Volume Commitment”) for ten (10) years beginning on the System Completion Date. For purpose of calculating Shipper’s delivery of the Minimum Volume Commitment, volume shall be calculated based on the trailing three (3) Month average volume gathered by Gatherer on the Gathering System. In the event that Shipper does not deliver the Minimum Volume Commitment in any given Month, Gatherer shall charge the Tier 1 Gathering Fee on the aggregate Minimum Volume Commitment for such Month in lieu of the Gathering Fees contemplated by Section 9.2(a). 9.2 As consideration of the services rendered by Gatherer under this Agreement, Shipper shall pay to Gatherer the following fees (the “Fees”): (a) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points from well▇ ▇▇ the Core Units and the Additional Units based on the following volumetric tiers: Tier 1: First 15,000 Barrels per Day 0 $2.00 per Barrel Tier 2: Greater than 15,000 and less than 30,000 Barrels per Day 0 $1.50 per Barrel Tier 3: Greater than 30,000 Barrels per Day 0 $1.00 per Barrel For the avoidance of doubt, the rates in the table above are tiered. The Tier 1 rate applies to the first 15,000 Barrels per Day of transported volumes, the Tier 2 rate applies to the next 15,000 Barrels per Day of transported volumes and the Tier 3 rate applies to volumes in excess of 30,000 Barrels per Day. (b) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points from well▇ ▇▇ the Excluded Units and the Outside Units (“Excluded Volumes”) equal to $1.00 per Barrel (the “Preferential Fee”); provided, however, that in the event Shipper has delivered less than the Minimum Volume Commitment in the applicable Month, the Preferential Fee will be equal to the Tier 1 Gathering Fee with respect to such amount of Excluded Volumes as is necessary for Shipper to meet the Minimum Volume Commitment. (c) A Truck Loading Fee equal to $0.25 per Barrel on all of Shipper’s Oil either loaded onto or unloaded from trucks at the CDP or any other Delivery Point agreed to by the Parties. 9.3 Beginning in the second year following the System Completion Date, the Tier 2 Gathering Fee, the Tier 3 Gathering Fee, the Preferential Fee and the Truck Loading Fee will be increased by the amount equal to the annual percentage increase change in the Producer Price Index (the “PPI Adjustment”). The Tier 1 Gathering Fee will be subject to the PPI Adjustment beginning in the eleventh year following the Effective Date. In no event shall (i) the PPI Adjustment be greater than three percent (3%) in any given year or (ii) the Tier 2 Gathering Fee or the Tier 3 Gathering Fee exceed the Tier 1 Gathering Fee.

MINIMUM VOLUME COMMITMENT; FEES. 9.1 Each Month during the Term hereof, Shipper (together with its Affiliates and Successors) shall deliver to Gatherer at the Receipt Points a minimum of 15,000 8,000 Barrels per Day (the “"Minimum Volume Commitment”") for ten fifteen (1015) years beginning on the System Completion Date. For purpose purposes of calculating Shipper’s 's delivery of the Minimum Volume CommitmentCommitment (as adjusted pursuant to this Section 9.1), (a) volume shall be calculated determined on a Monthly basis based on the trailing three (3) Month average volume gathered by Gatherer on the Gathering SystemSystem and trucked by Gatherer pursuant to this Agreement, (b) any Crude Oil gathered on the Gathering System (or trucked through services provided or procured by Shipper or Gatherer) from ▇▇▇▇▇ operated by Shipper or any of its Affiliates (whether or not Shipper's Oil) and delivered to the CDP shall be counted towards the Minimum Volume Commitment, (c) any volumes deemed to be delivered for purposes of satisfying the Minimum Volume Commitment pursuant to the express provisions of this Agreement shall be credited against the Minimum Volume Commitment, (d) any volumes released from the Dedication Area pursuant to Section 3.3 or Section 3.6 of this Agreement (“Released Volumes”) shall be credited against the Minimum Volume Commitment, and (e) if Shipper delivers in excess of the Minimum Volume Commitment in any given Month during the Term, Shipper shall be entitled to a credit against any Under-Delivery Charges (as defined below) either (i) assessed by Gatherer under this Agreement in the subsequent twelve (12) Months during the Term, or (ii) paid by Shipper under this Agreement in the preceding twelve (12) Months during the Term, in an amount equal to the surplus Barrels multiplied by the Initial Gathering Fee or Subsequent Gathering Fee, as applicable, owed by Shipper with respect to the Minimum Volume Commitment (each an “Over-Delivery Credit”). Any Over-Delivery Credit shall first be applied to any amount of Under-Delivery Charges paid by US-DOCS\70393108.5 Shipper under this Agreement during the preceding twelve (12) Months of the Term not previously offset by Over-Delivery Credits, and recognized as a credit against the Initial Gathering Fee or Subsequent Gathering Fee, as applicable, owed by Shipper with respect to the Minimum Volume Commitment during the Month in which the applicable Over-Delivery Credit was earned. In the event that Shipper does not deliver the Minimum Volume Commitment (as adjusted) in any given MonthMonth during the Term, and no Over-Delivery Credits are then outstanding, Shipper shall nonetheless pay Gatherer shall charge for the Tier 1 Gathering Fee on the aggregate full Minimum Volume Commitment for such Month Month, at the Initial Gathering Fee or Subsequent Gathering Fee, as applicable, then in effect, in lieu of the actual volume delivered for such Month. Gatherer shall maintain records of the actual volumes delivered by Shipper in such Month and the portion of Shipper’s payment attributed to the shortfall (each an “Under-Delivery Charge”). For clarity and the avoidance of doubt, any Over-Delivery Credit for a given Month, and any portion of an Over-Delivery Credit not applied against (i) an Under-Delivery Charge assessed by Gatherer in a given Month, or (ii) an Under-Delivery Charge paid by Shipper in a prior Month and recognized as a credit against the Initial Gathering Fees contemplated Fee or Subsequent Gathering Fee (as applicable) in the then-current Month, shall carry forward to off-set Under-Delivery Charges assessed by Section 9.2(a)Gatherer during the subsequent twelve (12) Months during the Term. 9.2 As consideration of the services rendered by Gatherer under this Agreement, from and after the Effective Date, Shipper shall pay to Gatherer the following fees each Month (the “"Fees”"): (a) A During the first thirty-six (36) Months of the Term, a Gathering Fee equal to $0.75 per Barrel on all of Shipper’s 's Oil delivered at the Delivery Points from well▇ ▇▇ via the Core Units and Gathering System during such Month (the Additional Units based on the following volumetric tiers: Tier 1: First 15,000 Barrels per Day 0 $2.00 per Barrel Tier 2: Greater than 15,000 and less than 30,000 Barrels per Day 0 $1.50 per Barrel Tier 3: Greater than 30,000 Barrels per Day 0 $1.00 per Barrel For the avoidance of doubt, the rates in the table above are tiered. The Tier 1 rate applies to the first 15,000 Barrels per Day of transported volumes, the Tier 2 rate applies to the next 15,000 Barrels per Day of transported volumes and the Tier 3 rate applies to volumes in excess of 30,000 Barrels per Day.“Initial Gathering Fee”); (b) A Gathering Fee After the first thirty-six (36) Months of the Term and for the remainder of the Term, a gathering fee equal to $1.30 per Barrel on all of Shipper’s 's Oil delivered at the Delivery Points via the Gathering System during such Month (as adjusted by any PPI Adjustment, the “Subsequent Gathering Fee”); (c) A gathering fee on all of Shipper's Oil delivered at the Delivery Points via the Gathering System from well▇ ▇▇▇▇▇ in the Excluded Units and the Outside Units (“"Excluded Volumes”") equal to $1.00 per Barrel during such Month (as adjusted by any PPI Adjustment, the “"Preferential Fee”"); provided, however, that in the event Shipper has delivered less than the Minimum Volume Commitment in the applicable Month, the Preferential Fee will be equal to the Tier 1 Gathering Fee gathering fee then in effect with respect to such amount of Excluded Volumes as is necessary for Shipper to meet the Minimum Volume Commitment.; (cd) A Truck Loading Fee During the first thirty six (36) Months of the Term, a truck loading fee equal to $0.25 0.10 per Barrel on all of Shipper’s 's Oil either loaded onto or unloaded from trucks at the CDP or any other Delivery Point agreed to by the PartiesParties during such Month (the “Truck Loading Fee”), plus an additional trucking fee equal to the actual documented trucking costs incurred by Gatherer for such volumes of Shipper’s Oil during such Month; and (e) After the first thirty-six (36) Months of the Term and for the remainder of the Term, with respect to volumes of Shipper’s Oil trucked by or on behalf of Gatherer to the CDP during such Month, the Subsequent Gathering Fee plus the Truck Loading Fee (if applicable, and, beginning in the eighth year following the Effective Date, as adjusted by any PPI Adjustment). 9.3 Beginning in the second eighth year following the System Completion Effective Date, the Tier 2 Gathering Fee, the Tier 3 Subsequent Gathering Fee, the Preferential Fee and the Truck Loading Fee will be increased by the amount equal to the annual percentage US-DOCS\70393108.5 increase change in the Producer Price Index (the “"PPI Adjustment”"). The Tier 1 Gathering Fee will be subject to the PPI Adjustment beginning in the eleventh year following the Effective Date. In no event shall (i) the PPI Adjustment be greater than three two and one quarter percent (32.25%) in any given year year. 9.4 During the first thirty-six (36) Months of the Term, the aggregate Monthly Fees shall be subject to increase by $0.04 per Barrel for every $1.00 that the Monthly average of the NYMEX West Texas Intermediate (“WTI”) crude price exceeds $50.00 per Barrel, with such increase being capped at a WTI crude price of $90.00. After the first thirty-six (36) Months of the Term and for the remainder of the Term, the aggregate Monthly Fees shall similarly be subject to increase by $0.04 per Barrel for every $1.00 that the Monthly average WTI crude price exceeds $63.75 per Barrel, with such increase being capped at a WTI crude price of $90.00. The above-described increases shall be offset by downward adjustments to reflect corresponding decreases to the WTI crude price from time to time, provided that no downward adjustment shall be recognized for decreases below a WTI crude price of $50.00. Each of the foregoing increases or decreases shall be applied on a Monthly basis, and calculated based on the Monthly average of the WTI crude price over the preceding Month. The adjustments set forth in this Section 9.4 shall be referred to herein as the “Upside Adjustments”). 9.5 From and after the Effective Date, to the extent available, Shipper shall deliver to Gatherer at the Receipt Point(s) the first 20,000 Barrels of Oil per Day (i) produced from Shipper or its Affiliate’s operated ▇▇▇▇▇ in Lavaca, Fayette, and ▇▇▇▇▇▇▇▇ Counties, Texas, which shall include volumes attributable to non-operating working interest owners insofar and only insofar as Shipper or its Affiliates has the right to market such volumes and the non-operators have not elected to take their share of production in kind and (ii) produced from ▇▇▇▇▇ in Lavaca, Fayette, and ▇▇▇▇▇▇▇▇ Counties, Texas in which Shipper, on or after the Tier 2 Gathering Fee Effective Date, resigns as operator (other than any resignation pursuant to a legitimate business purpose (other than circumvention of Shipper’s obligations under this Section 9.5)) and has the right to take its share of production in kind. Notwithstanding the foregoing, Shipper shall be deemed to have satisfied this obligation if the Monthly average of the daily volumes delivered in a given Month equals or the Tier 3 Gathering Fee exceed the Tier 1 Gathering Feeexceeds 20,000 Barrels per day.

MINIMUM VOLUME COMMITMENT; FEES. 9.1 Each Month during the Term hereof, Shipper (together with its Affiliates and Successors) shall deliver to Gatherer at the Receipt Points a minimum of 15,000 Barrels per Day (the “Minimum Volume Commitment”) for ten (10) years beginning on the System Completion Date. For purpose of calculating Shipper’s delivery of the Minimum Volume Commitment, (a) volume shall be calculated based on the trailing three (3) Month average volume gathered by Gatherer on the Gathering SystemSystem and trucked by Gatherer pursuant to this Agreement and (b) volumes gathered via the Gathering System shall be counted before volumes trucked by Gatherer. In the event that Shipper does not deliver the Minimum Volume Commitment in any given Month, Gatherer shall charge the Tier 1 Gathering Fee on the aggregate Minimum Volume Commitment for such Month in lieu of the Gathering Fees contemplated by Section 9.2(a). 9.2 As consideration of the services rendered by Gatherer under this Agreement, Shipper shall pay to Gatherer the following fees (the “Fees”): (a) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points via the Gathering System from well▇ ▇▇▇▇▇ in the Core Units and the Additional Units based on the following volumetric tiers: Tier 1: First 15,000 Barrels per Day 0 - $2.00 1.75 per Barrel Tier 2: Greater than 15,000 and less than 30,000 Barrels per Day 0 - $1.50 per Barrel Tier 3: Greater than 30,000 Barrels per Day 0 - $1.00 per Barrel For the avoidance of doubt, the rates in the table above are tiered. The Tier 1 rate applies to the first 15,000 Barrels per Day of transported volumes, the Tier 2 rate applies to the next 15,000 Barrels per Day of transported volumes and the Tier 3 rate applies to volumes in excess of 30,000 Barrels per Day. (b) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points via the Gathering System from well▇ ▇▇▇▇▇ in the Excluded Units and the Outside Units (“Excluded Volumes”) equal to $1.00 per Barrel (the “Preferential Fee”); provided, however, that in the event Shipper has delivered less than the Minimum Volume Commitment in the applicable Month, the Preferential Fee will be equal to the Tier 1 Gathering Fee with respect to such amount of Excluded Volumes as is necessary for Shipper to meet the Minimum Volume Commitment. (c) A Trucking Fee equal to (x) $1.75 per Barrel on all of Shipper’s Oil trucked by Gatherer from the Receipt Points to the CDP or any other Delivery Point until such time as Shipper has delivered the Minimum Volume Commitment and (y) $1.25 per Barrel on all additional Shipper’s Oil trucked by Gatherer from the Receipt Points to the CDP or any other Delivery Point above the Minimum Volume Commitment. (d) A Truck Loading Fee equal to $0.25 per Barrel on all of Shipper’s Oil either loaded onto or unloaded from trucks at the CDP or any other Delivery Point agreed to by the Parties; provided, however, that no Truck Loading Fee shall apply to any Barrels of Shipper’s Oil trucked by Gatherer pursuant to the terms of this Agreement. 9.3 Beginning in the second year following the System Completion Date, the Tier 2 Gathering Fee, the Tier 3 Gathering Fee, the Preferential Fee and the Truck Loading Fee will be increased by the amount equal to the annual percentage increase change in the Producer Price Index (the “PPI Adjustment”). The Tier 1 Gathering Fee will be subject to the PPI Adjustment beginning in the eleventh year following the Effective Date. In no event shall (i) the PPI Adjustment be greater than three percent (3%) in any given year or (ii) the Tier 2 Gathering Fee or the Tier 3 Gathering Fee exceed the Tier 1 Gathering Fee.

MINIMUM VOLUME COMMITMENT; FEES. 9.1 Each Month during the Term hereof, Shipper (together with its Affiliates and Successors) shall deliver to Gatherer at the Receipt Points a minimum of 15,000 Barrels per Day (the “Minimum Volume Commitment”) for ten (10) years beginning on the System Completion Date. For purpose of calculating Shipper’s delivery of the Minimum Volume Commitment, (a) volume shall be calculated based on the trailing three (3) Month average volume gathered by Gatherer on the Gathering SystemSystem and trucked by Gatherer pursuant to this Agreement and (b) volumes gathered via the Gathering System shall be counted before volumes trucked by Gatherer. In the event that Shipper does not deliver the Minimum Volume Commitment in any given Month, Gatherer shall charge the Tier 1 Gathering Fee on the aggregate Minimum Volume Commitment for such Month in lieu of the Gathering Fees contemplated by Section 9.2(a). 9.2 As consideration of the services rendered by Gatherer under this Agreement, Shipper shall pay to Gatherer the following fees (the “Fees”): (a) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points via the Gathering System from well▇ ▇▇▇▇▇ in the Core Units and the Additional Units based on the following volumetric tiers: Tier 1: First 15,000 Barrels per Day 0 $2.00 1.75 per Barrel Tier 2: Greater than 15,000 and less than 30,000 Barrels per Day 0 $1.50 per Barrel Tier 3: Greater than 30,000 Barrels per Day 0 $1.00 per Barrel For the avoidance of doubt, the rates in the table above are tiered. The Tier 1 rate applies to the first 15,000 Barrels per Day of transported volumes, the Tier 2 rate applies to the next 15,000 Barrels per Day of transported volumes and the Tier 3 rate applies to volumes in excess of 30,000 Barrels per Day. (b) A Gathering Fee on all of Shipper’s Oil delivered at the Delivery Points via the Gathering System from well▇ ▇▇▇▇▇ in the Excluded Units and the Outside Units (“Excluded Volumes”) equal to $1.00 per Barrel (the “Preferential Fee”); provided, however, that in the event Shipper has delivered less than the Minimum Volume Commitment in the applicable Month, the Preferential Fee will be equal to the Tier 1 Gathering Fee with respect to such amount of Excluded Volumes as is necessary for Shipper to meet the Minimum Volume Commitment. (c) A Trucking Fee equal to (x) $1.75 per Barrel on all of Shipper’s Oil trucked by Gatherer from the Receipt Points to the CDP or any other Delivery Point until such time as Shipper has delivered the Minimum Volume Commitment and (y) $1.25 per Barrel on all additional Shipper’s Oil trucked by Gatherer from the Receipt Points to the CDP or any other Delivery Point above the Minimum Volume Commitment. (d) A Truck Loading Fee equal to $0.25 per Barrel on all of Shipper’s Oil either loaded onto or unloaded from trucks at the CDP or any other Delivery Point agreed to by the Parties; provided, however, that no Truck Loading Fee shall apply to any Barrels of Shipper’s Oil trucked by Gatherer pursuant to the terms of this Agreement. 9.3 Beginning in the second year following the System Completion Date, the Tier 2 Gathering Fee, the Tier 3 Gathering Fee, the Preferential Fee and the Truck Loading Fee will be increased by the amount equal to the annual percentage increase change in the Producer Price Index (the “PPI Adjustment”). The Tier 1 Gathering Fee will be subject to the PPI Adjustment beginning in the eleventh year following the Effective Date. In no event shall (i) the PPI Adjustment be greater than three percent (3%) in any given year or (ii) the Tier 2 Gathering Fee or the Tier 3 Gathering Fee exceed the Tier 1 Gathering Fee.