Common use of Fees and Consideration Clause in Contracts

Fees and Consideration. 10.1 The amounts described in this Section 10.1 shall be paid to MarkWest by Producer, or by MarkWest to Producer, as applicable. Any amounts payable to Producer by MarkWest pursuant this Agreement that are based upon Producer’s Gas shall be based on the measurement and allocation procedures set forth in this Agreement. Notwithstanding any provision in this Agreement to the contrary, the Parties agree that there will be no duplication of any fees, costs, expenses or other charges set forth in this Agreement. a. Subject to the remaining provisions of this Section 10.1 and the provisions of Section 10.3 below, Producer shall pay MarkWest [REDACTED]* the following (the “Gathering and Processing Fee”): b. [REDACTED]* c. [REDACTED]* d. The Parties acknowledge that, as of the date hereof, Producer is taking Residue Gas in kind pursuant to Section 10.2 and Producer shall continue to take all of Producer’s Residue Gas in kind unless and until the Parties mutually agree for MarkWest to market Producer’s Residue Gas and, until such time, MarkWest shall have no obligation to market Producer’s Residue Gas. The Parties will work together in good faith to develop, and will agree upon in writing, the process and procedures that the Parties will follow in connection with the nomination and scheduling of Producer’s Residue Gas, including, without limitation, the deadlines for submitting nominations and changes thereto and procedures for minimizing imbalances (such procedures, the “Residue Gas Nomination Procedures”). The Parties recognize that MarkWest shall be designated by the downstream pipeline carriers at the Redelivery Point(s) as the point operator and shall be considered by such pipeline carriers to be responsible for the operation of MarkWest’s pipeline interconnections to the pipeline carriers at the Redelivery Point(s). Upon MarkWest entering into operational balancing agreements (“▇▇▇▇”) with such pipeline carriers, MarkWest shall be responsible for the administration of all such ▇▇▇▇ and for all terms and conditions of any such OBA. The Parties recognize that certain Residue Gas imbalances may occur, and each calendar month, the Parties agree to actively communicate and cooperate with each other, and with any interconnecting pipeline at the Redelivery Point(s), to review appropriate data to identify any imbalance, and to eliminate or remedy any imbalance as soon as either Party becomes aware of an imbalance. The Parties further agree to manage daily receipts and deliveries so that the imbalances shall be kept as near to zero as practicable. MarkWest will use efforts in accordance with industry standards to manage any imbalances with interconnecting pipeline(s) at the Redelivery Point(s) physically, but to the extent that any such imbalances are balanced by payments between MarkWest and any such interconnecting pipeline(s) at the Redelivery Point(s), the actual amount of such payment (whether paid by or to MarkWest) will be passed through to Producer to the extent such imbalances are attributable or related to Producer or Producer’s Gas. Each Party will indemnify and hold harmless the other Party and its Indemnified Parties from any and all costs, expenses, liabilities, or damages (including without limitation, pipeline imbalances, penalties, court costs, and attorney fees) arising due to any such pipeline imbalances caused by such Party’s failure to comply with the Residue Gas Nomination Procedures; provided, however, MarkWest shall not be responsible for eliminating any imbalances between Producer and any third party, and MarkWest shall not be required to deviate from MarkWest’s standard operating and accounting procedures to reduce or eliminate any such imbalances. 10.2 Producer shall have the right to take all or a portion of Residue Gas in kind, subject to the requirements set forth in this Section 10.2. Producer must provide MarkWest with at least six (6) months prior written notice of its election to take Residue Gas in kind, provided that if MarkWest has, before it receives Producer’s notice, entered into any contractual arrangements for the sale of any of the Residue Gas for a term that ends after the end of the six (6) month notice period (“Prior Sales Arrangement”), then Producer’s right to take such Residue Gas in kind shall not begin until the end of such Prior Sales Arrangement with respect to the applicable Residue Gas. Such notice shall identify the effective date of such election, provided that the effective date shall be the first day of a calendar month. Once the election is made and becomes effective, such election shall remain in effect, and Producer shall be required to continue to take such portion of the Residue Gas in kind, continuously for at least twelve (12) months.

Fees and Consideration. 10.1 The amounts described in this Section 10.1 shall be paid to MarkWest by Producer, or by MarkWest to Producer, as applicable. Any amounts payable to Producer by MarkWest pursuant this Agreement that are based upon Producer’s Gas shall be based on the measurement and allocation procedures set forth in this Agreement. Notwithstanding any provision in this Agreement to the contrary, the Parties agree that there will be no duplication of any fees, costs, expenses or other charges set forth in this Agreement. a. Subject to the remaining provisions of this Section 10.1 and the provisions of Section 10.3 below, Producer shall pay MarkWest [REDACTED]* the following (the “Gathering and Processing Fee”):): [REDACTED]*, as measured at the Receipt Point(s). b. [REDACTED]* c. [REDACTED]* d. The Parties acknowledge that, as of the date hereof, Producer is taking Residue Gas in kind pursuant to Section 10.2 and Producer shall continue to take all of Producer’s Residue Gas in kind unless and until the Parties mutually agree for MarkWest to market Producer’s Residue Gas and, until such time, MarkWest shall have no obligation to market Producer’s Residue Gas. The Parties will work together in good faith to develop, and will agree upon in writing, the process and procedures that the Parties will follow in connection with the nomination and scheduling of Producer’s Residue Gas, including, without limitation, the deadlines for submitting nominations and changes thereto and procedures for minimizing imbalances (such procedures, the “Residue Gas Nomination Procedures”). The Parties recognize that MarkWest shall be designated by the downstream pipeline carriers at the Redelivery Point(s) as the point operator and shall be considered by such pipeline carriers to be responsible for the operation of MarkWest’s pipeline interconnections to the pipeline carriers at the Redelivery Point(s). Upon MarkWest entering into operational balancing agreements (“▇▇▇▇”) with such pipeline carriers, MarkWest shall be responsible for the administration of all such ▇▇▇▇ and for all terms and conditions of any such OBA. The Parties recognize that certain Residue Gas imbalances may occur, and each calendar month, the Parties agree to actively communicate and cooperate with each other, and with any interconnecting pipeline at the Redelivery Point(s), to review appropriate data to identify any imbalance, and to eliminate or remedy any imbalance as soon as either Party becomes aware of an imbalance. The Parties further agree to manage daily receipts and deliveries so that the imbalances shall be kept as near to zero as practicable. MarkWest will use efforts in accordance with industry standards to manage any imbalances with interconnecting pipeline(s) at the Redelivery Point(s) physically, but to the extent that any such imbalances are balanced by payments between MarkWest and any such interconnecting pipeline(s) at the Redelivery Point(s), the actual amount of such payment (whether paid by or to MarkWest) will be passed through to Producer to the extent such imbalances are attributable or related to Producer or Producer’s Gas. Each Party will indemnify and hold harmless the other Party and its Indemnified Parties from any and all costs, expenses, liabilities, or damages (including without limitation, pipeline imbalances, penalties, court costs, and attorney fees) arising due to any such pipeline imbalances caused by such Party’s failure to comply with the Residue Gas Nomination Procedures; provided, however, MarkWest shall not be responsible for eliminating any imbalances between Producer and any third party, and MarkWest shall not be required to deviate from MarkWest’s standard operating and accounting procedures to reduce or eliminate any such imbalances. 10.2 Producer shall have the right to take all or a portion of Residue Gas in kind, subject to the requirements set forth in this Section 10.2. Producer must provide MarkWest with at least six (6) months prior written notice of its election to take Residue Gas in kind, provided that if MarkWest has, before it receives Producer’s notice, entered into any contractual arrangements for the sale of any of the Residue Gas for a term that ends after the end of the six (6) month notice period (“Prior Sales Arrangement”), then Producer’s right to take such Residue Gas in kind shall not begin until the end of such Prior Sales Arrangement with respect to the applicable Residue Gas. Such notice shall identify the effective date of such election, provided that the effective date shall be the first day of a calendar month. Once the election is made and becomes effective, such election shall remain in effect, and Producer shall be required to continue to take such portion of the Residue Gas in kind, continuously for at least twelve (12) months.