Common use of Covenant Running with the Land Clause in Contracts

Covenant Running with the Land. The dedication and commitment made by Producer under this Article 2 is a covenant running with the land. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and commitment made by Producer Shipper under this Article 2 is a covenant running with the land. Producer shall notFor the avoidance of doubt and in addition to that which is provided in Section 18.4, and shall not permit any Rice Subsidiary toin the event Shipper sells, Transfer transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property such sale, transfer, conveyance, assignment, grant, or other disposition shall remain be expressly subject to this Agreement in all respects and (2) each any instrument of conveyance expressly shall so statesstate. Notwithstanding the foregoing, Producer and each Rice Subsidiary Shipper shall be permitted to Transfer any sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Property Properties free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence (i) in a Transfer sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred disposed of free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer Shipper after the Original Agreement Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunderhereunder or (ii) in a sale of ▇▇▇▇▇ located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such release sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from include, and there shall be expressly excluded therefrom, any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that which is located on a Well Pad if for which a Connection Notice has previously been delivered by Producer for a Well on Shipper (unless the completion of such Well Padhas been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, Producer, Gatherer, and Alpha Shale the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.4 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Saltwater produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication In furtherance of, and commitment made as an inseparable part of, the foregoing Dedication, subject to the terms and conditions of this Instrument, Producer Group GRANTS, COMMITS, DEDICATES, TRANSFERS AND CONVEYS to Gatherer, from and out of Producer Group’s Interests, an interest in the Gas in and under the Dedication Area, represented by the exclusive right to gather, and transport Producer Group’s Dedicated Gas for the term of this Instrument (collectively, “Gathering Rights”), which Gathering Rights shall burden the Interests and the Dedicated Gas in place under this Article 2 is a covenant running the Dedication Area and constitute real property interests that run with the land. Producer shall notacknowledges and agrees that the Dedication, the Dedicated Interests and the Gathering Rights are intended to (i) be covenants running with the lands, including the Interests and the Dedicated Gas, located within the Dedication Area, (ii) be binding on all successors and assigns of Producer Group, (iii) be for the benefit of Gatherer and, without which, Gatherer would be unwilling to acquire rights-of-way or easements or undertake the obligations under this Instrument (which, in each case, touch and concern the acreage and the Interests within the Dedication Area), and (iv) survive any bankruptcy or insolvency of any entity in the Producer Group. Producer represents and warrants to Gatherer that Producer has the authority to make the Dedication and the conveyance of the Gathering Rights subject to, and in accordance with, this Instrument from and out of Producer Group’s Interests, and that, except as provided in the Agreement or this Instrument, Gatherer will be the exclusive provider of gathering services for the Dedicated Interests. It is the intention of the Parties that this grant, commitment, dedication, transfer and conveyance shall constitute a conveyance of a real property interest to Gatherer and that, notwithstanding any other provision in the Agreement, such grant, commitment, dedication, transfer, and conveyance and all of the terms and provisions of the Agreement shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release rejection under Section 365 of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to title 11 of the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesUnited States Code.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.5 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Crude Oil produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.5 in a Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Crude Oil produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication and commitment made by Producer Shipper under this Article 2 is a covenant running with the land. Producer shall notFor the avoidance of doubt and in addition to that which is provided in Section 18.4, and shall not permit any Rice Subsidiary toin the event Shipper sells, Transfer transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property such sale, transfer, conveyance, assignment, grant, or other disposition shall remain be expressly subject to this Agreement in all respects and (2) each any instrument of conveyance expressly shall so statesstate. Notwithstanding the foregoing, Producer and each Rice Subsidiary Shipper shall be permitted to Transfer any sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Property Properties free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence (i) in a Transfer sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred disposed of free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer Gatherer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunderhereunder or (ii) in a sale of ▇▇▇▇▇ located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit; provided, however, that any such release sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from include, and there shall be expressly excluded therefrom, any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that which is located on a Well Pad if for which a Connection Notice has previously been delivered by Producer for a Well on Shipper (unless the completion of such Well Padhas been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(d)). At the request of Gatherer, Producer, Gatherer, and Alpha Shale the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.4 in a Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Saltwater produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication In furtherance of, and commitment made as an inseparable part of, the foregoing Dedication, subject to the terms and conditions of this Agreement, Producer Group GRANTS, COMMITS, DEDICATES, TRANSFERS AND CONVEYS to Gatherer, from and out of Producer Group’s Interests, an interest in the Gas in and under the Dedication Area, represented by the exclusive right to gather, and transport Producer Group’s Dedicated Gas for the term of this Agreement (collectively, “Gathering Rights”), which Gathering Rights shall burden the Interests and the Dedicated Gas in place under this Article 2 is a covenant running the Dedication Area and constitute real property interests that run with the land. Producer shall notacknowledges and agrees that the Dedication, the Dedicated Interests and the Gathering Rights are intended to (i) be covenants running with the lands, including the Interests and the Dedicated Gas, located within the Dedication Area, (ii) be binding on all successors and assigns of Producer Group, (iii) be for the benefit of Gatherer and, without which, Gatherer would be unwilling to acquire rights-of-way or easements or undertake the obligations under this Agreement (which, in each case, touch and concern the acreage and the Interests within the Dedication Area), and (iv) survive any bankruptcy or insolvency of any entity in the Producer Group. Producer represents and warrants to Gatherer that Producer has the authority to make the Dedication and the conveyance of the Gathering Rights subject to, and in accordance with, this Agreement from and out of Producer Group’s Interests, and that, except as provided in this Agreement, Gatherer will be the exclusive provider of gathering services for the Dedicated Interests. It is the intention of the Parties that such grant, commitment, dedication, transfer, and conveyance under this Section 2.4 and all of the terms and provisions of this Agreement shall constitute a conveyance of a real property interest to Gatherer and that, notwithstanding any other provision of this Agreement, such grant, commitment, dedication, transfer, and conveyance and all of the terms and provision of this Agreement shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release rejection under Section 365 of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to title 11 of the Gathering System United States Code (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties“Bankruptcy Code”).

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Facilities, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Facilities. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.5 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.4 in a Transfer in which a the number of net acres of Dedicated Properties that, when added within any Specified Area proposed to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously be Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the amount equal to (x) the aggregate number of net acres of Dedicated Properties within such Specified Area acquired by Producer after the Effective Date, including in a transaction in which Date less (y) the aggregate number of net acres of Dedicated Properties are exchanged for other properties located in within such Specified Area which have been previously released from the Dedication Area that would be subject to dedication and commitment hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Crude Oil produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the Tank Battery through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the land. Producer shall notDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. Neither Producer nor any of its Affiliates shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary its Affiliates shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.4 in a Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Saltwater produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the Planned CDP through which Dedicated Saltwater will be produced in respect of such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The Parties hereby irrevocably agree that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the land. Producer shall notDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Facilities, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Facilities. Neither Producer nor any of its Affiliates shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary its Affiliates shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.5 in a Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer or any its Affiliates after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the Planned CDP through which Dedicated Gas will be produced in respect of such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and commitment made by Producer under this Article 2 is a covenant running with the land. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1a) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2b) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be [***] subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from dedication and commitment hereunder shall not include any [***] Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, Producer, Gatherer, Producer and Alpha Shale Gatherer shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and For the first six Contract Years of this Agreement only, the Parties intend that the commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landProperties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Properties, and (b) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of successors-in-interest to the Freshwater System. For the first six Contract Years of this Agreement only, Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer Seller a written acknowledgment by the Transferee in favor of Gatherer Seller acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.2 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of dedication hereunder pursuant to the commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Production Area that would be subject to dedication commitment hereunder; provided, however, that any such release of Dedicated Properties from dedication and such commitment hereunder shall not include any Dedicated Gas produced from any Well Freshwater delivered by Seller to a Delivery Point that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering Freshwater System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer and Shipper under this Article 2 is Agreement be a covenant running with (a) the land. Producer shall notDedicated Properties, as a burden on Producer’s or its applicable Affiliate’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Gathering System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Gathering System. Neither Producer nor any of its Affiliates shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary its Affiliates shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and commitment made by Producer and Shipper under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.5 in a Transfer in which a the number of net acres of Dedicated Properties thatthat are Transferred, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer and Shipper under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer or any of its Affiliates after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Crude Oil produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the Planned CDP through which Dedicated Crude Oil will be produced in respect of such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.

Covenant Running with the Land. The dedication and commitment made by Producer under this Article 2 is a covenant running with the land. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a so long as, and only to the extent, the number of net acres of Dedicated Properties thatProperties, when added after giving effect to such Transfer, is at least equal to the total of net acres of Minimum Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective DateProperties, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on such Well Pad. At the request of Gatherer, each applicable Producer, and Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.”

Covenant Running with the Land. The dedication and (a) Subject to Section 2.2, the Parties intend that the commitment made by Producer under this Article 2 is Agreement be a covenant running with (i) the land. Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Properties, and (ii) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of successors-in-interest to the Freshwater System. (b) Except as provided in Section 2.3(c) below, Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer Seller a written acknowledgment by the Transferee in favor of Gatherer Seller acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects respects, and (2ii) each instrument of conveyance expressly so states. . (c) Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free of dedication hereunder pursuant to this Section 2.4, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, (including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from any Well that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have been connected to thereon) free of the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered commitment made by Producer for a Well on such Well Pad. At under this Agreement [***] In addition, at the request of GathererSeller, Producer, Gatherer, and Alpha Shale the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered intointo to reflect such modifications to the Properties.” (l) A new Section 2.4 of the Agreement is hereby added as set forth below: “The Parties comprising Producer hereby designate Diamondback E&P LLC to act as contract agent on behalf of Producer as necessary hereunder, including for (i) giving and receiving notices, statements, invoices, plans, nominations, correspondence and other communications hereunder, (ii) making and receiving payments on behalf of Producer hereunder and (iii) giving all consents and approvals that may be required hereunder, and Gatherer hereby accepts such designation.” (m) Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the exhibit on Schedule 1 titled “Exhibit A – Initial Production Area” attached to this First Amendment. (n) Exhibit D to the Agreement is hereby amended by making the changes specified on Schedule 2 attached to this First Amendment for the Cougar Field, Panther Field and San ▇▇▇▇▇ Field, as provided in Section 18.16, well as to reflect additions to the Dedicated Propertiesremoval of the ▇▇▇▇▇▇▇▇▇ Field.

Covenant Running with the Land. The dedication and For the first six Contract Years of this Agreement only, the Parties intend that the commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landProperties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Properties, and (b) the Freshwater System, as a benefit accruing to Seller’s title thereto and inuring to the benefit of successors-in-interest to the Freshwater System. For the first six Contract Years of this Agreement only, Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer Seller a written acknowledgment by the Transferee in favor of Gatherer Seller acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property free of the dedication hereunder commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.3 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of dedication hereunder pursuant to the commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Production Area that would be subject to dedication commitment hereunder; provided, however, that any such release of Dedicated Properties from dedication and such commitment hereunder shall not include any Dedicated Gas produced from any Well Freshwater delivered by Seller to a Delivery Point that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering Freshwater System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The Parties intend that the dedication and commitment made by Producer under this Article 2 is Agreement be a covenant running with (a) the landDedicated Properties, as a burden on Producer’s title thereto and binding on successors-in-interest in and to the Dedicated Properties, and (b) the Disposal System, as a benefit accruing to Gatherer’s title thereto and inuring to the benefit of successors-in-interest to the Disposal System. Producer shall not, and shall not permit any Rice Subsidiary to, Transfer any or all of its interest in any Dedicated Property unless (1i) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property shall remain subject to this Agreement in all respects and (2ii) each instrument of conveyance expressly so states. Notwithstanding the foregoing, Producer and each Rice Subsidiary shall be permitted to Transfer any Dedicated Property SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] free of the dedication hereunder and commitment made by Producer under this Agreement and without complying with the requirements of the immediately preceding sentence this Section 2.4 in a Transfer in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred free and clear of the dedication hereunder pursuant to and commitment made by Producer under this Section 2.4Agreement, does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area Dedicated Acreage that would be subject to dedication hereunder; provided, however, that any such release of Dedicated Properties from such dedication and commitment hereunder shall not include any Dedicated Gas Saltwater produced from any Well that is located on a Well Pad if the other ▇▇▇▇▇ on such Well Pad are or have been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that is located on a Well Pad if a Connection Notice has previously been delivered by Producer for a Well on the CDP through which such Well Pad. At the request of Gatherer, Producer, Gatherer, and Alpha Shale shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated PropertiesPad is produced.

Covenant Running with the Land. The dedication and commitment made by Producer Shipper under this Article 2 is a covenant running with the land. Producer shall notFor the avoidance of doubt and in addition to that which is provided in Section 18.4, and shall not permit any Rice Subsidiary to(a) in the event Shipper sells, Transfer transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Dedicated Properties, then any Dedicated Property unless (1) Producer obtains and delivers to Gatherer a written acknowledgment by the Transferee in favor of Gatherer acknowledging that the Transferred Dedicated Property such sale, transfer, conveyance, assignment, grant, or other disposition shall remain be expressly subject to this Agreement in all respects and (2) each any instrument of conveyance shall so state, and (b) in the event Gatherer sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interest in the Gathering System, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be expressly subject to this Agreement and any instrument of conveyance shall so statesstate. Notwithstanding the foregoing, Producer and each Rice Subsidiary Shipper shall be permitted to Transfer any sell, transfer, convey, assign, grant, or otherwise dispose of Dedicated Property Properties free of the dedication hereunder and without complying with the requirements of the immediately preceding sentence (i) in a Transfer sale or other disposition in which a number of net acres of Dedicated Properties that, when added to the total of net acres of Dedicated Properties theretofore and, where applicable, simultaneously Transferred disposed of free of dedication hereunder pursuant to this Section 2.42.5(i), does not exceed the aggregate number of net acres of Dedicated Properties acquired by Producer Gatherer after the Effective Date, including in a transaction in which Dedicated Properties are exchanged for other properties located in the Dedication Area that would be subject to dedication hereunder, (ii) in one or more sales of undeveloped Dedicated Properties, provided that the aggregate of all such sales shall not exceed 5000 net acres, or (iii) in a sale of ▇▇▇▇▇ located on Dedicated Properties that are pooled or unitized with the properties of third parties that are not Dedicated Properties if Shipper is not the operator of such unit and in which its, together with its Affiliates’, working interest, on a pooled or unitized basis, is less than 50%; provided, however, that (A) any such release sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties from dedication and commitment hereunder shall not include any Dedicated Gas produced from include, and there shall be expressly excluded therefrom, any Well (and the associated Drilling Unit) that is located on a Well Pad if other ▇▇▇▇▇ on such Well Pad are or have has been connected to the Gathering System (whether producing, shut-in, temporarily abandoned or which has been spud or as to which drilling, completion, reworking or other well operations have commenced) or that which is located on a Well Pad if for which a Connection Notice has previously been delivered by Producer for a Well on Shipper (unless the completion of such Well Padhas been delayed and Shipper has paid the costs and expenses incurred by Gatherer in connection therewith in accordance with Section 3.3(c)), and (B) notwithstanding any such sale, transfer, conveyance, assignment, grant or other disposition (but subject to Shipper’s reservations in Section 2.3 above (including Section 2.3(b)), the number of net acres comprising the Dedicated Properties shall never be less than the aggregate number of net acres of Dedicated Properties as of the Effective Date, subject to permitted dispositions pursuant to Section 2.5(ii). Shipper shall give Gatherer prompt written notice of any such sale, transfer, conveyance, assignment, grant or other disposition of Dedicated Properties, which notice shall include (i) the number of net acres sold, transferred, conveyed, assigned, granted or otherwise disposed of, (ii) the aggregate number of net acres of Dedicated Properties remaining after taking into account for such transaction, and (iii) a map depicting the Dedicated Properties after taking into account for such transaction. At the request of Gatherer, Producer, Gatherer, and Alpha Shale the Parties shall execute and record an amendment to the memorandum of this Agreement previously entered into, as provided in Section 18.16, to reflect additions to the Dedicated Properties.